AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2006

                                                        REGISTRATION NO. _______
================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  ------------

                                    FORM SB-2
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                  ------------

                        ACE MARKETING & PROMOTIONS, INC.
           (NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

                                  ------------

           NEW YORK                         5093                  11-3427886
  (STATE OR JURISDICTION OF     (PRIMARY STANDARD INDUSTRIAL    I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)   CLASSIFICATION CODE NUMBER)  IDENTIFICATION NO.

                  457 ROCKAWAY AVENUE, VALLEY STREAM, NY 11581
          (ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

                  457 ROCKAWAY AVENUE, VALLEY STREAM, NY 11581
(ADDRESS OF PRINCIPAL PLACE OF BUSINESS OR INTENDED PRINCIPAL PLACE OF BUSINESS)

   DEAN L. JULIA, 457 ROCKAWAY AVENUE, VALLEY STREAM, NY 11581 (516) 256-7766
            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)

                                  ------------

                                   COPIES TO:

                               STEVEN MORSE, ESQ.
                               MORSE & MORSE PLLC.
                        1400 OLD COUNTRY ROAD , SUITE 302
                            WESTBURY, NEW YORK 11590
                               PHONE (516) 4871446
                             FACSIMILE (516)4871452

                                  ------------

Approximate date of proposed sale to the public: From time to time after the
effective date of this Registration Statement.

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. |_|

If any securities being registered on this Form are to be offered on a delayed
or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check
the following box. |X|

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|


                                       1




If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|


                                         CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------------------------------


                                                         PROPOSED MAXIMUM    PROPOSED MAXIMUM        AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES        AMOUNT TO BE     OFFERING PRICE    AGGREGATE OFFERING     REGISTRATION
TO BE REGISTERED                          REGISTERED     PER SECURITY (N1)        PRICE                FEE
----------------------------------------------------------------------------------------------------------------
                                                                                      
Common Stock, $.0001 par value (n2)           951,575            2.10         $1,998,307.50             $213.82
Common Stock, $.0001 par value (n3)           475,788            2.10            999,154.80              106.91
                                        -------------                                             -------------

  Total                                     1,427,363                         $2,997,462.30             $320.73
                                        =============                         =============

----------------------------------------------------------------------------------------------------------------


------------

(n1)  In accordance with Rule 457(c), the aggregate offering price of shares of
      common stock of Ace Marketing & Promotions, Inc. is estimated solely for
      purposes of calculating the registration fees payable pursuant hereto, as
      determined in accordance with Rule 457(c), using the average of the high
      and low sales price reported by the OTC Bulletin Board for the Common
      Stock on November 20, 2006 (which was $2.10 per share) and, with respect
      to shares of common stock issuable upon exercise of outstanding warrants,
      the higher of (1) such average sales price or (2) the $1.75 exercise price
      of such warrants.

(n2)  Represents 951,575 outstanding shares to be sold by certain selling
      security holders.

(n3)  Represents 475,788 shares of common stock issuable upon exercise of Class
      C Common Stock Purchase Warrants at an exercise price of $1.75 per share.

The company hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the company shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with section 8(a) of the
Securities Act or until the registration statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said
section 8(a), may determine.

================================================================================


                                       2




                                   PROSPECTUS

                        ACE MARKETING & PROMOTIONS, INC.

              The Resale of Up to 1,427,363 shares of Common Stock


The selling price of the shares will be determined by market factors at the time
of their resale.

                                 ---------------

This prospectus relates to the resale by the selling security holders of up to
1,427,363 shares of common stock. The selling security holders may sell the
stock from time to time in the over-the-counter market at the prevailing market
price or in negotiated transactions.

We will receive no proceeds from the sale of the shares by the selling security
holders. We may receive additional proceeds from the exercise of warrants held
by selling security holders.

Our common stock is quoted on the over-the-counter Electronic Bulletin Board
under the symbol "AMKT." The closing sales price of our common stock was $2.10
on November 14, 2006.

Investing in the common stock involves a high degree of risk. You should invest
in the common stock only if you can afford to lose your entire investment. See
"Risk Factors" beginning on page__ of this prospectus.

Please read this prospectus carefully. It describes our company, finances and
products. Federal and state securities laws require that we include in this
prospectus all the important information that you will need to make an
investment decision.

You should rely only on the information contained in this prospectus to make
your investment decision. We have not authorized anyone to provide you with
different information. The selling security holders are not offering these
securities in any state where the offer is not permitted. You should not assume
that the information in this prospectus is accurate as of any date other than
the date on the front page of this prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

                                 ---------------

                  The date of this prospectus is ________, 2006





The following table of contents has been designed to help you find important
information contained in this prospectus. We encourage you to read the entire
prospectus.


                                TABLE OF CONTENTS

                              SECTION                                   PAGE

1.  Prospectus Summary
2.  Cautionary Statement Concerning Forward Looking Statements
3.  Risk Factors
4.  Use of Proceeds
5.  Description of Business
6.  Description of Property
7.  Legal Proceedings
8.  Market for Common Stock and Related Shareholder Matters
9.  Management's Discussion and Analysis
10. Directors and Executive Officers
11. Ownership of Securities by Beneficial Owners and Management
12. Executive Compensation
13. Certain Relationships and Related Transactions
14. Selling Security holders
15. Plan of Distribution
16. Description of Securities
17. Indemnification Disclosure For Securities Act Liabilities
18. Experts
19. Legal Matters
20. Where You Can Find More Information
21. Index to Financial Statements


                                       2




                               PROSPECTUS SUMMARY

     This summary highlights information contained elsewhere in this prospectus.
This summary is not complete and does not contain all of the information you
should consider before investing in the common stock. You should read the entire
prospectus carefully, including the "Risk Factors" section and the financial
statements and related notes.

OVERVIEW

     Ace Marketing & Promotions, Inc. incorporated under laws of the State of
New York in March 1998. We are a full service advertising specialties and
promotional products distributor company. We distribute items manufactured by
others to our customers typically with our customers' logos on them. Several of
our customer categories include large corporations, local schools, universities,
financial institutions, hospitals and not-for-profit organizations. Our
promotional products are a useful, practical, informative, entertaining, and/or
decorative item, most often imprinted with the sponsoring advertiser's name,
logo, slogan or message, and typically retained and appreciated by the end
recipients who receive them, in many cases free of charge in marketing and
communication programs.

     Promotional products are also effective for the following:

     o    dealer/distribution programs;
     o    co-op programs;
     o    company stores;
     o    generating new customers or new accounts;
     o    nonprofit fundraising; public awareness campaigns;
     o    promotion of brand awareness and brand loyalty;
     o    employee incentive programs;
     o    new product or service introduction; and
     o    marketing research for survey and focus group participants.

     We have the ability to distribute over 500,000 promotional product items
ranging from stickers that cost pennies all the way through jewelry, sporting
goods, awards, and electronics that cost thousands of dollars per unit. Specific
categories of promotional products include:

     o    Advertising Specialties-build awareness, goodwill and remembrance of
          the advertiser's name, product, purpose, advantages or other timely
          message. These products are generally lower priced goods and are
          usually distributed for free.
     o    Business Gifts, Awards and Commemoratives - generally lower priced
          goods and are given for goodwill, often at trade shows to generate
          traffic.
     o    Incentives and Awards-focus on motivation, workplace safety, goal
          setting and recognition. These are typically higher priced items used
          in incentive programs to promote employee retention and recognition.
          They may also be used in recruitment programs as well.
     o    Premiums-given after a specific behavior has been performed.

     The most popular products that we have distributed over the last several
years and account for over 50% of our business are as follows:

     o    Wearables, such as t-shirts, golf shirts and hats.
     o    Glassware, such as mugs and drinking glasses.
     o    Writing instruments, such as pens, markers and highlighters.
     o    Bags, such as tote bags, gift bags and brief cases.


                                       3




THE OFFERING

Securities Offered            Up to 1,427,363 shares of Common Stock.

                                                                  Exercise Price
Securities Outstanding:                                 Amount       Per Share
                                                        ------       ---------
                              Common Stock            8,028,363            --
                              Class A Warrants          737,000       $  2.00
                              Class B Warrants          100,000          2.00
                              Class C Warrants          475,788          1.75
                              Other Warrants            100,000          2.50

                              The foregoing summary of our outstanding
                              securities does not reflect options held by our
                              officer, directors, employees and consultants. See
                              "2005 Employee Benefit and Consulting Services
                              Plan."

Offering Price                The shares being registered hereunder are being
                              offered by the selling security holders from time
                              to time at the then current market price.

Dividend Policy               We do not anticipate paying dividends on our
                              Common Stock in the foreseeable future.

Use of Proceeds               The shares offered herein are being sold by the
                              selling security holders and as such, we will not
                              receive any of the proceeds of the offering.

Material Risk Factors         This offering involves a high degree of risk,
                              elements of which include, without limitation,
                              lack of profitability, intense competition,
                              dependency upon third parties, both domestically
                              and overseas primarily in China for the
                              manufacture and supply of our products and risks
                              of expansion through acquisitions. There is a risk
                              to investors due to the speculative nature of this
                              investment, historical losses from operations,
                              limited working capital, lack of dividends,
                              dilution factors, control by present shareholders
                              and economic conditions in general. There is a
                              material risk that we may have insufficient
                              funding to engage in acquisition activities.


                                       4




           CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

     This prospectus and documents incorporated by reference contain
forward-looking statements. Forward-looking statements relate to our future
operations. They estimate the occurrence of future events and are not based on
historical facts. Forward-looking statements may be identified by terms such as:

     o    believes
     o    intends
     o    projects
     o    forecasts
     o    predicts
     o    may
     o    will
     o    expects
     o    estimates
     o    anticipates
     o    probable
     o    continue

     This list is not comprehensive. Similar terms, variations of those terms,
and the negative of those terms may also identify forward-looking statements.

     The risk factors discussed in this prospectus are cautionary statements.
They identify some of the factors that could cause actual results to be
significantly different from those predicted in the forward-looking statements.
The forward-looking statements were compiled by us based upon assumptions it
considered reasonable. These assumptions are subject to significant business,
economic, and competitive uncertainties and contingencies, many of which are
beyond our control. Therefore, forecasted and actual results will likely vary,
and these variations may be material.

     There can be no assurance that the statements, estimates, and projections
contained in this prospectus will be achieved. Thus, we make no representation
or warranty as to their accuracy or completeness. In addition, we cannot
guarantee that any forecast in this prospectus will be achieved.

     These forward-looking statements were compiled as of the date of this
prospectus. We do not intend to update these statements, except as required by
law. Therefore, you should evaluate them by considering any changes that may
have occurred after the date these forward-looking statements appear.

     We cannot guarantee the assumptions relating to the forward-looking
statements will prove to be accurate. Therefore, while these forward-looking
statements contain our best good faith estimates as of the date of this
prospectus, we urge you and your advisors to review these forward-looking
statements, to consider the assumptions upon which they are based, and to
ascertain their reasonableness.


                                       5




                                  RISK FACTORS

     AN INVESTMENT IN OUR COMMON STOCK INVOLVES MAJOR RISKS. BEFORE YOU INVEST
IN OUR COMMON STOCK, YOU SHOULD BE AWARE THAT THERE ARE VARIOUS RISKS, INCLUDING
THOSE DESCRIBED BELOW. YOU SHOULD CAREFULLY CONSIDER THESE RISK FACTORS TOGETHER
WITH ALL OF THE OTHER INFORMATION INCLUDED IN THIS PROSPECTUS BEFORE YOU DECIDE
TO PURCHASE SHARES OF OUR COMMON STOCK. YOU SHOULD CAREFULLY CONSIDER THE
FOLLOWING RISK FACTORS, IN ADDITION TO THE OTHER INFORMATION PRESENTED IN THIS
PROSPECTUS, IN EVALUATING US AND OUR BUSINESS. ANY OF THE FOLLOWING RISKS, AS
WELL AS OTHER RISKS AND UNCERTAINTIES, COULD HARM OUR BUSINESS AND FINANCIAL
RESULTS AND CAUSE THE VALUE OF OUR SECURITIES TO DECLINE, WHICH IN TURN COULD
CAUSE YOU TO LOSE ALL OR PART OF YOUR INVESTMENT.

                         RISKS RELATING TO OUR BUSINESS

THE PROMOTIONAL PRODUCTS DISTRIBUTION INDUSTRY IS HIGHLY COMPETITIVE AND WE MAY
NOT BE ABLE TO COMPETE SUCCESSFULLY.

     We compete with over 20,000 distributor companies. Some of our competitors
have greater financial and other resources than we do which could allow them to
compete more successfully. Most of our promotional products are available from
several sources and our customers tend to have relationships with several
distributors. Competitors could obtain exclusive rights to market particular
products which we would then be unable to market. Industry consolidation among
promotional products distributors, the unavailability of products, whether due
to our inability to gain access to products or interruptions in supply from
manufacturers, or the emergence of new competitors could also increase
competition. In the future, we may be unable to compete successfully and
competitive pressures may reduce our revenues.

WE EXPERIENCE FLUCTUATIONS IN QUARTERLY EARNINGS. AS A RESULT, WE MAY FAIL TO
MEET OR EXCEED THE EXPECTATIONS OF SECURITIES ANALYSTS AND INVESTORS, WHICH
COULD CAUSE OUR STOCK PRICE TO DECLINE.

     Our business has been subject to seasonal and other quarterly fluctuations.
Net sales and operating profits generally have been higher in the third and
fourth quarters, particularly in the months of September through November, due
to the timing of sales of promotional products and year-end promotions. Net
sales and operating profits have been lower in the first quarter, primarily due
to increased sales in the prior two quarters. Quarterly results may also be
adversely affected by a variety of other factors, including:

     o    costs of developing new promotions and services;

     o    costs related to acquisitions of businesses;

     o    The timing and amount of sales and marketing expenditures;

     o    general economic conditions, as well as those specific to the
          promotional product industry; and

     o    our success in establishing additional business relationships.

     Any change in one or more of these or other factors could cause our annual
or quarterly operating results to fluctuate. If our operating results do not
meet market expectations, our stock price may decline in the event a market
should develop.


                                       6




BECAUSE WE DO NOT MANUFACTURE THE PRODUCTS WE DISTRIBUTE, WE ARE DEPENDENT UPON
THIRD PARTIES FOR THE MANUFACTURE AND SUPPLY OF OUR PRODUCTS.

     We obtain all of our products from third-party suppliers, both domestically
and overseas primarily in China. We submit purchase orders to our suppliers who
are not committed to supply products to us. Therefore, suppliers may be unable
to provide the products we need in the quantities we request. Because we lack
control of the actual production of the products we sell, we may be subject to
delays caused by interruption in production based on conditions outside of our
control. In the event that any of our third-party suppliers were to become
unable or unwilling to continue to provide the products in required volumes, we
would need to identify and obtain acceptable replacement sources on a timely
cost effective basis. There is no guarantee that we will be able to obtain such
alternative sources of supply on a timely basis, if at all. An extended
interruption in the supply of our products would have an adverse effect on our
results of operations, which most likely would adversely affect the value of our
common stock.

WE MAY NOT BE ABLE TO EXPAND THROUGH INTERNAL GROWTH AND MEET CHANGES IN THE
INDUSTRY.

     Our plans for internal growth include hiring in-house sales representatives
from our competitors and offering stock incentives and generous commissions to
keep them. Additionally, we have room for growth by building direct
relationships with advertising agencies and major corporations. Because of
potential industry changes, our products and promotions must continue to evolve
to meet changes in the industry. Our future expansion plans may not be
successful due to competition, competitive pressures and changes in the
industry.

OUR LIMITED CASH RESOURCES AND LACK OF A LINE OF CREDIT MAY RESTRICT OUR
EXPANSION OPPORTUNITIES.

     An economic issue that can limit our growth is lack of extensive cash
resources, due to the typical payment terms of a transaction. Most suppliers
require us to pay within 30 days of delivery of an order; however, we may not
receive our customer's payment in the same time frame. This requires us to have
available cash resources to finance most of our customers' orders. Any lack of
cash resources would limit our ability to take orders from customers, thus
limiting our ability to grow. An infusion of capital and a good line of credit
can enable us to service a broader base of customers. We can provide no
assurances that we will obtain an adequate line of credit in the future, if at
all.

OUR PROPOSED EXPANSION THROUGH ACQUISITIONS INVOLVES SEVERAL RISKS.

     We may expand our domestic markets in part through acquisitions in the
future. Such transactions would involve numerous risks, including possible
adverse effects on our operating results or the market price of our common
stock. Some of our future acquisitions could give rise to an obligation by us to
make contingent payments or to satisfy certain repurchase obligations, which
payments could have an adverse effect on our results of operations. In addition,
integrating acquired businesses:

     o    may result in a loss of customers of the acquired businesses;

     o    requires significant management attention; and

     o    may place significant demands on our operations, information systems
          and financial resources.

     There can be no assurance that our future acquisitions will be successful.
Our ability to successfully effect acquisitions will depend upon the following:

     o    The availability of suitable acquisition candidates at acceptable
          prices;


                                       7




     o    The development of an established market for our common stock; and

     o    The availability of financing on acceptable terms, in the case of
          non-stock transactions.

OUR REVENUES DEPEND ON OUR RELATIONSHIPS WITH CAPABLE INDEPENDENT SALES
PERSONNEL OVER WHOM WE HAVE NO CONTROL AS WELL AS KEY CUSTOMERS, VENDORS AND
MANUFACTURERS OF THE PRODUCTS WE DISTRIBUTE.

     Our future operating results depend on our ability to maintain satisfactory
relationships with qualified independent Sales personnel as well as key
customers, vendors and manufacturers. We are dependent upon our independent
sales representatives to sell our products and do not have any direct control
over these third parties. If we fail to maintain our existing relationships with
our independent sales representatives, key customers, vendors and manufacturers
or fail to acquire new relationships with such key persons in the future, our
business may suffer.

OUR FUTURE PERFORMANCE IS MATERIALLY DEPENDENT UPON OUR MANAGEMENT AND THEIR
ABILITY TO MANAGE OUR GROWTH.

     Our future success is substantially dependent upon the efforts and
abilities of members of our existing management, particularly Dean L. Julia,
Chief Executive Officer and Michael Trepeta, President. The loss of the services
of Mr. Julia or Mr. Trepeta could have a material adverse effect on our
business. We have a three year employment agreement with each of Mr. Julia and
Mr. Trepeta effective March 1, 2005. However, we lack "key man" life insurance
policies on any of our officers or employees. Competition for additional
qualified management is intense, and we may be unable to attract and retain
additional key personnel. Our management personnel is currently limited and they
may be unable to manage our expansion successfully and the failure to do so
could have a material adverse effect on our business, results of operations and
financial condition.

WE CANNOT PREDICT OUR FUTURE CAPITAL NEEDS AND WE MAY NOT BE ABLE TO SECURE
ADDITIONAL FINANCING.

     We may need to raise additional funds in the future to fund more aggressive
expansion of our business or make strategic acquisitions or investments. We may
require additional equity or debt financings or funds from other sources for
these purposes. No assurance can be given that these funds will be available for
us to finance our development on acceptable terms, if at all. Such additional
financings may involve substantial dilution of our stockholders or may require
that we relinquish rights to certain of our technologies or products. In
addition, we may experience operational difficulties and delays due to working
capital restrictions. If adequate funds are lacking from operations or
additional sources of financing, we may have to delay or scale back our growth
plans.

               RISKS RELATING TO AN INVESTMENT IN OUR COMMON STOCK

WE LACK AN ESTABLISHED TRADING MARKET FOR OUR COMMON STOCK, AND YOU MAY BE
UNABLE TO SELL YOUR COMMON STOCK AT ATTRACTIVE PRICES OR AT ALL.

     There is currently a limited and sporadic trading market for our common
stock in the OTC electronic bulletin board under the symbol "AMKT." There can be
no assurances given that an established public market will be obtained for our
common stock or that any public market will last. The trading price of the
common stock depends on many factors, including:

     o    The markets for similar securities;

     o    our financial condition, results of operations and prospects;

     o    The publication of earnings estimates or other research reports and
          speculation in the press or investment community;


                                       8




     o    Changes in our industry and competition; and

     o    general market and economic conditions.

As a result, we cannot assure you that you will be able to sell your common
stock at attractive prices or at all.

THE MARKET PRICE FOR OUR COMMON STOCK MAY BE HIGHLY VOLATILE.

     The market price for our common stock may be highly volatile. A variety of
factors may have a significant impact on the market price of our common stock,
including:

     o    The publication of earnings estimates or other research reports and
          speculation in the press or investment community;

     o    Changes in our industry and competitors;

     o    our financial condition, results of operations and prospects;

     o    any future issuances of our common stock, which may include primary
          offerings for cash, issuances in connection with business
          acquisitions, and the grant or exercise of stock options from time to
          time;

     o    general market and economic conditions; and

     o    any outbreak or escalation of hostilities, which could cause a
          recession or downturn in our economy.

     In addition, the markets in general can experience extreme price and volume
fluctuations that can be unrelated or disproportionate to the operating
performance of the companies listed or quoted. Broad market and industry factors
may negatively affect the market price of our common stock, regardless of actual
operating performance. In the past, following periods of volatility in the
market price of a company's securities, securities class action litigation has
often been instituted against companies. This type of litigation, if instituted,
could result in substantial costs and a diversion of management's attention and
resources, which would harm our business.

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS IN THE FUTURE.

     No cash dividends have been paid by our company on our common stock. The
future payment by us of cash dividends on our common stock, if any, rests within
the discretion of our board of directors and will depend, among other things,
upon our earnings, our capital requirements and our financial condition as well
as other relevant factors. We do not intend to pay cash dividends upon our
common stock for the foreseeable future.

PROVISIONS OF OUR ARTICLES OF INCORPORATION AND AGREEMENTS COULD DELAY OR
PREVENT A CHANGE IN CONTROL OF OUR COMPANY.

     Certain provisions of our articles of incorporation may discourage, delay,
or prevent a merger or acquisition that a shareholder may consider favorable.
These provisions include:

     o    Authority of the board of directors to issue preferred stock.
     o    Prohibition on cumulative voting in the election of directors.


                                       9




WE LACK INDEPENDENT DIRECTORS AND COMMITTEES THEREOF.

     The Sarbanes-Oxley Act of 2002 requires us as a public corporation to have
an audit committee composed solely of independent directors. Currently, we have
no independent directors or committees of directors. Without independent
directors, our board may have no way to resolve conflicts of interest,
including, without limitation, executive compensation, employment contracts and
the like.

OUR FUTURE SALES OF COMMON STOCK BY MANAGEMENT AND OTHER STOCKHOLDERS MAY HAVE
AN ADVERSE EFFECT ON THE THEN PREVAILING MARKET PRICE OF OUR COMMON STOCK.

     In the event a public market for our common stock is sustained in the
future, sales of our common stock may be made by holders of our public float or
by holders of restricted securities in compliance with the provisions of Rule
144 of the Securities Act of 1933. In general, under Rule 144, a person who has
satisfied a one-year holding period may, under certain circumstances, sell
within any three-month period a number of shares which does not exceed the
greater of one percent of the then outstanding shares of common stock or the
average weekly trading volume in shares during the four calendar weeks
immediately prior to such sale. Rule 144 also permits under certain
circumstances, the sale of shares without any quantity or other limitation by a
person who is not an affiliate of our company and who has satisfied a two-year
holding period. Future sales of shares of our public float or by
restrictedcommon stock made in compliance with Rule 144 may have an adverse
effect on the then prevailing market price, if any, of our common stock.

                                 USE OF PROCEEDS

     We will not receive any proceeds from the sale of the shares by the selling
security holders. Any net proceeds from the exercise of warrants are intended to
be used for general corporate purposes.



                                       10




                             DESCRIPTION OF BUSINESS

     We are a full service advertising specialties and promotional products
distributor company. We distribute items manufactured by others to our customers
typically with our customers' logos on them. Several of our customer categories
include large corporations, local schools, universities, financial institutions,
hospitals and not-for-profit organizations. Our promotional products are a
useful, practical, informative, entertaining, and/or decorative item, most often
imprinted with the sponsoring advertiser's name, logo, slogan or message, and
typically retained and appreciated by the end recipients who receive them, in
many cases free of charge in marketing and communication programs.

     Promotional products are also effective for the following:

     o    dealer/distribution programs;
     o    co-op programs;
     o    company stores;
     o    generating new customers or new accounts;
     o    nonprofit fundraising; public awareness campaigns;
     o    promotion of brand awareness and brand loyalty;
     o    employee incentive programs;
     o    new product or service introduction; and
     o    marketing research for survey and focus group participants.

     We have the ability to distribute over 500,000 promotional product items
ranging from stickers that cost pennies all the way through jewelry, sporting
goods, awards, and electronics that cost thousands of dollars per unit. Specific
categories of promotional products include:

     o    Advertising Specialties-build awareness, goodwill and remembrance of
          the advertiser's name, product, purpose, advantages or other timely
          message. These products are generally lower priced goods and are
          usually distributed for free.
     o    Business Gifts, Awards and Commemoratives - generally lower priced
          goods and are given for goodwill, often at trade shows to generate
          traffic.
     o    Incentives and Awards-focus on motivation, workplace safety, goal
          setting and recognition. These are typically higher priced items used
          in incentive programs to promote employee retention and recognition.
          They may also be used in recruitment programs as well.
     o    Premiums-given after a specific behavior has been performed.

     The most popular products that we have distributed over the last several
years and account for over 50% of our business are as follows:

     o    Wearables, such as t-shirts, golf shirts and hats.
     o    Glassware, such as mugs and drinking glasses.
     o    Writing instruments, such as pens, markers and highlighters.
     o    Bags, such as tote bags, gift bags and brief cases.

COMPANY HISTORY

     We have been in business since 1998. We have grown our business through
internal growth without acquisitions and without us having the benefits of any
trademarks, patents, service marks, franchises, concessions, royalty agreements
or labor contracts. Our growth has been achieved through cash flow from
operations and the private sale of our restricted common stock totaling
approximately $2,800,000.


                                       11




THE MARKET

     There are thousands of different types and styles of promotional products.
In many cases, it is even possible to obtain custom items that are not found in
any catalog. According to The Counselor - State of the Industry 2005 Survey,
which is available online at no cost to the public at www.thecounselor.net, the
most popular promotion products sold in 2004 were the following:

     o    wearables;
     o    writing instruments;
     o    glassware and ceramics;
     o    desk/office/business accessories;
     o    calendars;
     o    recognition awards/trophies; and
     o    magnets.

Market Size

     According to the Promotional Products Association International, which is
available online at no cost to the public at
www.ppai.com/MediaInformation/Instustry/Statistics/SalesVolumeEstimates/,
promotional product distributor's sales were $5.13 billion in 1991, with steady
increases in sales until they reached $17.85 billion in 2000. Promotional
Product sales then declined to $16.55 billion in 2001, $15.63 billion in 2002,
increased to $16.34 billion in 2003 and $17.3 billion in 2004. A revitalized
economy, increased competition in the marketplace, and a trend toward integrated
and targeted marketing strategies has contributed to this growth. Integrated
marketing campaigns involve not only advertising, but also sales promotions,
internal communications, public relations, and other disciplines. The objectives
of integrated marketing are to promote products and services, raise employee
awareness, motivate personnel, and increase productivity through a wide array of
methods including extensive use of promotional products.

DISTRIBUTORS

     According to the Promotional Products Association International, which is
available online at no cost to the public at www.ppai.com/MediaInformation/
Instustry/Statatistics/SalesVolumeEstimates/, with no single company dominating
the market, the promotional products industry is highly fragmented with 20,249
distributors in the industry with revenues of less than $2.5 million and 919
distributors with revenues of $2.5 million or more. According to The Counselor -
State of the Industry 2005 Survey, the top ten distributors in our industry are
believed to have sales of between $137 million and $230 million for 2004.
Wearguard-Crest Co., Halo Branded Solutions/Lee Wayne Corporation, Corporate
Express Promotional Marketing, 4 Imprint Inc. and American Identity are the top
five distributors with 2004 sales of $230 million, $207 million $200 million,
$191.5 million and $179.5 million, respectively. Nearly 80% of the distributors
surveyed are reported to be privately owned family businesses. Management
believes that control of sales lies predominantly with the independent sales
representatives, as there is little brand recognition at this time.

     According to the Promotional Products Association International, which is
available online at no cost to the public at www.ppai.com/ProductsResources/
Research/TopBuyers/, the following ranks the top ten purchasers of promotional
products in descending order according to the findings of a 2003 study by
Louisiana State University and Glenrich Business Studies. Industries were named
by distributors according to the volume spent on promotional products by each
industry.


                                       12




     o    education: schools, seminars
     o    financial: banks, savings and loans, credit unions, stock brokers
     o    health care: hospitals, nursing homes, clinics
     o    not-for-profit organizations
     o    construction: building trades and building supplies
     o    government: public offices, agencies, political candidates
     o    trade, professional associations and civic clubs
     o    real estate: agents, title companies and appraisers
     o    automotive: manufacturers, dealers, parts suppliers
     o    professionals: doctors, lawyers, cpa's, architects

SUPPLY CHAIN

     Domestic and overseas manufacturers generally sell their promotional
product items directly to suppliers. Suppliers sell to distributors like Ace
Marketing and distributors sell promotional products to customer users such as
large corporations, financial institutions, universities and schools, hospitals,
not-for-profit organizations and small businesses. However, manufacturers have
the ability to sell their promotional products directly to distributors and
customers. Suppliers have the ability to sell promotional products directly to
customers who are not distributors.

     Whereas the majority of the items are made overseas, often in China, and
the suppliers are simply importing from actual manufacturers, we generally
consider the supplier as the beginning of the industry supply chain. They choose
specified product lines and import blank goods to be warehoused until a
distributor orders one of their items with a customer logo on it. The suppliers
generally run the risk of inventory exposure and fluctuations in an item's
popularity. This is generally why most distributors stick to distributing and
not importing. There are situations where importing directly from the
manufacturer and thus cutting out the supplier does in fact make sense.
Generally, this happens when a distributor has a large quantity order and has
enough lead time from the customer to import the item. Since ocean freight from
overseas generally takes 30-45 days and manufacturing may take several weeks,
this only makes sense when a customer orders far in advance and in large
quantity. The benefits of this are outstanding since the margins and cost
savings can be substantial. But, in general, the average order in the industry
is below $1,000 and thus the need for individual suppliers to carry specified
product lines and hold inventory to fill the need of the average distributor
with the average order.

SUPPLIERS

     Management believes that while there are an estimated 3,000 suppliers in
the industry, most of the promotional products distributors have access to the
same suppliers. Currently, we utilize approximately 500 suppliers in our
business with only one supplier accounting for about 10% of our purchasing
requirements over the last two years. We seek to distinguish ourselves from
other distributors by attractive pricing, by sourcing unique items, creating
custom products and/or offering superior in- house service and customer support
through our employees. Most suppliers require us to pay within 30 days of
delivery of an order; however, we may not receive our customers' payments in the
same time frame. This requires us to have available cash resources to finance
most of our customers' orders. The possible lack of available cash resources
would limit our ability to take orders from customers, thus limiting our ability
to grow. An infusion of additional capital, a line of credit and better payment
terms based on volume can enable us to service a broader base of customers. We
have never sought to establish a line of credit, although we may seek to
establish one with an institutional lender in the future.


                                       13




PURCHASING TRENDS - NEED FOR VALUE ADDED PRODUCTS AND RELATED SERVICES

     Price is no longer the sole motivator of purchasing behavior for our
customers. With the availability of similar products from multiple sources,
customers are increasingly looking for distributors who provide a tangible
value-added to their products. As a result, we provide a broad range of products
and related services. Specifically, we provide research and consultancy
services, artwork and design services, and fulfillment services to our
customers. These services are provided in-house by our current employees.
Management believes that by offering these services, we can attempt to attract
new customers.

OUR CUSTOMERS

     We presently have over 500 customer accounts ranging from Fortune 500
companies to local schools and small businesses. A customer account is a person
or entity who has purchased promotional products from us in the past on a
non-exclusive basis and may or may not purchase from us additional promotional
products in the future. Generally our customers do not actively seek
distributors to bid on their projects. There are many reasons why our customers
may work with us over another distributor. The average buyer first believes that
price is the sole issue with the lowest bidding distributor on a project
obtaining the business. Once they gain more experience and understand the
difficulties in processing and fulfilling an order on time and correctly, they
generally analyze the rationale on how they choose a distributor differently.
Although pricing is important to our customers, they also count on our
dependability, creativity and efficiency. Our promotional products bear their
corporate name and are a reflection of their corporate image. The events they
use these items for are of the utmost importance. If they go with another
distributor who gives them run of the mill ideas possibly at a lower cost, a
poor quality product with inferior quality decoration and/or the goods arrive
late, then they quickly realize there should be other factors that determine
which distributor they should be working with. For each of the years ended
December 31, 2005 and 2004, a customer accounted for approximately 15% and 9% of
net revenues, respectively. Aggregate revenues from these customers are
dispersed among many different franchises and storefront locations.

SERVICING OUR CUSTOMERS

     We have built our business around the concept of reliability, quality,
innovative and custom promotional products at competitive prices while
maintaining a high level of customer service and good relationships with
industry suppliers. Our research licensed software technology, that we purchased
from an outside vendor and is available for licensing to other distributors in
the industry, affords us the ability to locate and purchase industry product in
an efficient manner rather than to have to manually research products through
hundreds of catalogs and/or reference books. Our in-house art capabilities
through our salaried employees make us a "one stop shop" for custom merchandise
and provide our customers with comfort in knowing logo modifications will not
delay valuable production days on tight turn-around projects. Our in-house art
department consists of two employees who work on Apple computers using licensed
software programs such as Illustrator, Photoshop and Quark to create new logos
or manipulate current ones. These logos are then sent to the supplier who
arranges to put them on the product whether internally or through an outside
source in one of the following manners:

     o    silkscreen printing
     o    embroidery
     o    hot stamp
     o    heat transfer
     o    embossing/debossing
     o    engraving

     Our reliability stems from our own customized and detailed tracking system
that we structured and implemented to ensure an order is processed correctly and
on time. In general, customers contact us when they have a need for items that
have corporate logos. They provide us with general information that helps us
determine what products to suggest, including the following:


                                       14




     o    The type of event and the targeted audience;
     o    The number of units that are required and the budget; and
     o    The timing of the event and the theme of the event.

     The aforementioned parameters will narrow the field of items suggested from
a broad list of 500,000 to possibly a dozen or less. Once a customer calls in or
e-mails us requesting ideas for an upcoming event, we begin to research ideas
based on their parameters and we use our research software to look up dozens of
products, prepare a competitive analysis between similar products to find just
the right one, send a picture to the customer by email and prepare and send a
quotation to the customer also by email. This provides us an immediate time
saving advantage over other distributors who still do things manually. Many of
these distributors still scan a reference book which is called a register. They
search for a particular product, such as clocks, then find the sub-category they
are interested in, such as plastic, and there they find all the suppliers who
carry the specific item they are looking to purchase. They must then either
cross reference each supplier to find their phone number or web address, or they
can physically pull as many of the catalogs they have on hand and search for the
products that they are interested in and send catalogs with tabbed pages via
regular mail or overnight service. This is an inefficient way to research and
deliver images of products. We are not aware of any statistical information
which allows us to tell the percentages of distributors who use publicly
available licensed research software systems like ours versus the manual way
described above.

     When the customer decides on the product that they would like to order, the
order is processed in our order entry department utilizing our order-entry
software which is available for licensing to anyone in the industry from third
party vendors. The salesperson submits the specifics of the order to our order
entry department where the order is keyed into the system by our employees.
Three parts to each order are printed:

     o    ACKNOWLEDGEMENT This outlines the product ordered along with a
          description of the product and how the logo will be placed and in what
          colors. It includes the quantity ordered, the price per piece, total
          cost, ship to address, and the delivery date. It is sent to our
          customer via fax along with a hard copy of the artwork that will be
          used on the order. The order will not move forward until our customer
          signs off on the acknowledgment and the artwork. No order runs without
          the sign offs thus protecting us in the long run of a customer
          claiming they were not aware of some aspect of the order.

     o    PURCHASE ORDER The Purchase order is submitted to the supplier only
          after the acknowledgment and art are signed by our customer. It
          contains all the information that the acknowledgment contains except
          the price of the product is now shown as the price we will be paying.
          The art is sent via e-mail to the factory and the purchase order
          requires that the supplier send back a paper proof of the art to
          insure accuracy before proceeding with the order. Now the supplier has
          the exact same parameters to complete the order that the customer
          signed off on. They must meet the delivery date for the quantity
          specified, with the logo specified, at the price we submitted. Orders
          are drop shipped from the supplier directly to the customer, except on
          rare occasions where packaging is done in our office.

     o    SALES ORDER COPY This is a print out that essentially shows all of the
          components on the acknowledgment and the purchase order combined side
          by side. It shows what we pay for the product and what price our
          customer pays for the product. It also shows the gross profit, the
          gross profit percentage, and the commission due to the salesperson.


                                       15




     Once the above process takes place, the entire work folder goes to the
tracking department. We have developed a system to follow each order from the
time it is processed, through the time it is shipped. This is yet another
safeguard to protect us from a supplier not fulfilling their obligations, which
in turn may lead to us losing money, a customer, or both. The tracking process
consists of us contacting the factory at various points in the production
process to ensure that the order is on schedule. We verbally verify the item,
quantity, and ship date and document who at the supplier verified the
information. We then call again at a certain point in the process to verify it
is on schedule and lastly call on the day of shipping to receive tracking
numbers. The above processes have historically led to eliminating disputes with
both suppliers and customers.

OUR STRATEGY

     Our objective is to be a leading full service advertising specialties and
promotional products company. Key elements of our strategy are:

     o    CREATING AWARENESS OF OUR PRODUCTS, SERVICES AND FACILITIES. We have
          been in business for over eight years since March 1998. Our revenues
          are derived from existing customers and new customers through word of
          mouth recommendations, attendance at trade shows, our sales
          representatives and advertising and promotion in trade journals.

     o    MOTIVATING RETAILERS TO UTILIZE PROMOTIONAL AND SPECIALTY PRODUCTS IN
          THEIR BUSINESS. It is our management's belief from conversations with
          persons in our industry and trade show attendance that a trend in our
          industry is often for the use of promotional items to customers rather
          than cash incentives for gaining customer loyalty and motivating sales
          people. In this regard, customers who received a promotional item
          tended to purchase more and repeat purchases more often than customers
          who received a discount coupon of equivalent value. Additionally,
          sales forces show a tendency for greater motivation when receiving a
          trip or merchandise as opposed to the cash equivalent. We must show
          our customers the benefits of utilizing promotional and specialty
          items in their business and for their sales force and build customer
          loyalty through the use of point systems that are exchanged for
          promotional merchandise.

     o    OUR COMPANY WAS BUILT AS A PLATFORM THAT COULD GROW EASILY.
          Scalability is the key and we have separate departments with defined
          roles which will allow this to occur and for our salesperson to sell.
          Our sales persons receive helpful support from us. In many other
          distributorships, the salesperson is often responsible for everything
          from answering phones, doing all their own research, processing
          orders, billing, tracking and collections. At our company, we provide
          all the backup to allow our sales persons to just sell. Since our
          technology is currently up to date, including in house servers to
          allow access to our systems from off-site, we have the ability to pick
          up salespeople from any location in the United States.

     o    KEY ACQUISITIONS OF SMALL DISTRIBUTORS AND INTEGRATING THEIR WORKFORCE
          INTO OURS. We will target one or more of the estimated 20,000 small
          distributors for potential acquisition. However, we can provide no
          assurances that we will be successful in acquiring any distributors on
          terms satisfactory to us, if at all.

     o    PROVIDING GENEROUS INCENTIVES TO OUR SALES PEOPLE TO INCREASE
          PERFORMANCE LEVELS. We offer competitive commissions in addition to
          back office support and research assistance to allow our independent
          sales representatives to optimize their sales time and to provide them
          with adequate incentives to sell promotional products to our customers
          rather than for our competitors. In the future, we may offer a stock
          option program for additional incentives.

     o    MAINTAIN A COMPETITIVE GROSS PROFIT PERCENTAGE ON ALL SALES ORDERS. In
          2005, 2004 and 2003 our gross profit percentage was 32.1%, 29% and
          31%, respectively. According to The Counselor - State of the Industry
          2005 Survey, the average reported gross profit margin for distributors
          during 2000 through 2004 ranged from 32.5% to 34.3%.


                                       16




     o    PROVIDE RESEARCH, CONSULTING, DESIGN AND FULFILLMENT SERVICES TO OUR
          CUSTOMERS TO INCREASE PROFITABILITY. We design promotional products
          for our customers and provide consulting services in connection
          therewith. We utilize licensed research software technology and order
          entry systems that are available to anyone in the industry for license
          to provide the best services to our customers in the most timely
          fashion possible.

     o    UTILIZING THE INTERNET AND ITS CAPABILITIES AND OPPORTUNITIES FOR
          SALES OF PROMOTIONAL PRODUCTS AND COST SAVINGS. Our website is
          www.Acemarketing.net. Our website is utilized for multiple purposes,
          including providing information to potential customers who want to
          learn about us and research our available product line. We also
          develop online company stores for customers to help facilitate
          re-orders at cost savings to them based upon a pre-determined product
          line.

SALES AND MARKETING

     Our revenues are derived from existing customers and new customers through
word of mouth recommendations, attendance at trade shows, our sales
representatives and advertising and promotion in trade journals. Except for two
executive officers, our sales representatives receive commissions and are not
paid a salary. They work at their own location or at our facility and may sell
products on behalf of other companies. We encourage our sales representatives to
sell promotion products for us on the basis of sales incentives which include
competitive commissions and appropriate sales support and research which is
provided in-house by our employees. In the future, we intend to offer stock
and/or stock options as part of their incentive programs.

     Our website is www.Acemarketing.net. Our website is utilized for multiple
purposes, including providing information to potential customers who want to
learn about us and research our available product line.

TECHNOLOGY

     Technology affects most industries, and specifically the internet, which
enables many capabilities and opportunities for cost savings. Sales of
promotional products are often catalog-based. The cost of producing and mailing
a catalog can be high. Placing a catalog on a website takes less manpower to
maintain and less money to update and distribute new versions. Additionally,
integrating the catalog with the order processing system can save time and money
in placing and filling orders, also eliminating manual errors.

     The proliferation of open architecture software and hardware makes an
increasing number of systems available for automating processes and integrating
back office systems. By doing this, we reduce support requirements and further
enhance margins. Additionally, the ability to provide more direct support to our
sales force has led to increased retention of our sales team.

POSSIBLE GROWTH THROUGH ACQUISITIONS

     As a result of the fact that about 20,000 of the estimated 21,000
distributors are doing $2.5 million or less in annual sales in our estimated $16
billion annual industry, we believe the environment for growth and consolidation
in the promotional products industry is appealing, and that we would like to
take advantage of this if a satisfactory opportunity arises. There are some
issues that our company must address to be successful. The main issues are
motivating previous owners, retaining sales people, and integrating operations.

     We have had conversions with the owners of several distributors of
promotional products and have observed that they are open to conversions taking
place for the possible sale of their business.

     We believe that when a distributor is acquired, a decision must be made
about the existing management team, most typically the owner. An evaluation must
be made regarding the skills of the owner and desirability of having them
involved in our company. Acquisitions would be typically made for the customer


                                       17




accounts; however, due to the size of the target companies, the owner would most
likely also be a key employee or sales person. The motivation of the previous
owner to work for others may be an issue. We must address this issue and ensure
the continued participation of the owners. In general, the best way to mitigate
this risk is to tie up much of the previous owners' payment in stock, thus
providing incentive for the overall company's success.

     We believe that one of the most difficult tasks in our acquiring a company
is transitioning the new acquisition into us. It is important to have flexible,
open systems and technology to integrate the back office operations, as well as
strong controls and processes to put in place. Having the appropriate technology
and strong management team will help alleviate some of the issues here.

     As of the date hereof, there is no agreement to acquire any other company
or distributor and there can be no assurances given that our plans will be
realized to grow through acquisitions of one or more distributors or, if
successful, that any acquisitions can be profitably integrated into our
company's operations.

COMPETITION

     While our competition is extensive with over 20,000 distributors, we
believe that there are no companies that dominate the market in which we
operate. Our company competes within the industry on the basis of service,
competitive prices, personnel relationships and competitive commissions to our
sales representatives to sell promotional products for us rather than our
competitors. Competitors' advantages over us may include better financing,
greater experience and better service, cheaper prices and personal relationships
than us.

     According to The Counselor - State of the Industry 2005 Survey, the top ten
distributors in our industry are believed to have sales of between $137 million
and $230 million for 2004. Wearguard-Crest Co., Halo Branded solutions/Lee Wayne
Corporation, Corporate Express Promotional Marketing, 4 Imprint Inc. and
American Identity are the top five distributors with 2004 sales of $230 million,
$207 million $200 million, $191.5 million and $179.5 million, respectively.
Nearly 80% of the distributors surveyed and reported to be privately owned
family businesses. We can provide no assurances that we will be able to
successfully compete in the future with competitors that have greater experience
and financial assets than us.

     We believe that in the promotional products industry, sales people
typically have a large amount of autonomy and control the relationships with
their customers. This works both for and against us. To avoid losing customers,
we must provide the appropriate incentives to keep sales people. At the same
time, while there can be no assurances, management believes our company will be
able to obtain new customers by luring sales people away from competitors. The
offering of stock incentives and health care benefits are ways to retain sales
people, especially in an industry where these types of benefits are rare.

EMPLOYEES

     As of the filing date of this Prospectus, we had three executive officers
who are employees of our Company. We also employ nine other persons, each of
whom provide in-house sales and other services to our Company. During 2005, 15
independent sales representatives provided multiple service orders for our
Company.

SEC REPORTS AVAILABLE ON WEBSITE
--------------------------------

     The SEC maintains an Internet site (http://www.sec.gov) that contains
reports, proxy and information statements, and other information regarding
issuers that file electronically with the SEC. Our Annual Reports on Form
10-KSB, Quarterly Reports on Form 10-QSB, Current Reports on Form 8-K and other
SEC filings are available on the SEC's website as well as our company website at
www.acemarketing.net.


                                       18




                             DESCRIPTION OF PROPERTY

     Our principal executive offices are located at 457 Rockaway Avenue, Valley
Stream, NY 11581. We currently lease approximately 4,000 square feet of office
space at this facility at an annual cost of approximately $57,000 pursuant to a
month-to-month lease. We are currently exploring our options of obtaining a new
location and/or entering into a long-term lease at our current facility. We also
lease approximately 1,000 square feet of space at an annual cost of
approximately $15,000 at 1105 Portion Road, Farmingville, NY 11738.

                                LEGAL PROCEEDINGS

     We are currently not subject to any threatened or pending legal
proceedings. Nevertheless, we may from time to time become a party to various
legal proceedings arising in the ordinary course of our business.

             MARKET FOR COMMON STOCK AND RELATED SHAREHOLDER MATTERS

     Since June 9, 2005, our common stock has been traded on the OTC Bulletin
Board under the symbol "AMKT." Our common stock trades on a limited basis on the
OTC Electronic Bulletin Board in the Over-the-Counter Market. The following
table sets forth the range of high and low closing sales prices of our Common
Stock for the periods indicated (it being understood that prices for the quarter
ended June 30, 2005 are for the period June 9 through June 30, 2005).

     Quarters Ended                                         High      Low
     ----------------------------------------------------------------------
     June 30, 2005 ..................................     $ 3.50     $  .50
     September 30, 2005 .............................       2.00        .50
     December 31, 2005 ..............................       2.00        .57
     March 31, 2006 .................................       1.80       1.70
     June 30, 2006 ..................................       2.25       2.25
     September 30, 2006 .............................       2.25       2.15

     The closing sales price on November 14, 2006 was $2.10 per share. All
quotations provided herein reflect inter-dealer prices, without retail mark-up,
markdown or commissions.

     We have 8,028,363 shares outstanding at November 14, 2006. Except for the
951,575 shares registered in the offering and 139,680 shares that were recently
issued to the Placement Agent (and its designees) of our recent 2006 financing,
all of our remaining outstanding shares of common stock are either in the public
float or restricted securities which may be currently sold in compliance with
Rule 144 of the Securities Act of 1933, as amended. Rule 144 provides among
other things and subject to certain limitations that a person holding restricted
securities for a period of one year may sell those securities in brokerage
transactions every 90 days in an amount equal to the greater of the average
weekly trading volume over the four preceding weeks or 1% of our company's
outstanding common stock. Persons who have owned our restricted common stock for
a period of at least two years and are not affiliates of our company may sell or
otherwise transfer their common shares pursuant to Rule 144(k) of the Securities
Act. Possible or actual sales of our public float or restricted common stock
under Rule 144 may have a depressive effect upon the price of our common stock
if any meaningful market were to develop for our common stock in the future.

     Currently, we have outstanding Class A and Class B warrants to purchase
837,000 restricted shares of our common stock exercisable at a price of $2.00
per share. In the event that all of the warrants are exercised, of which there
can be no assurances given, an additional 837,000 shares of restricted common
stock will be issued and may be resold pursuant to Rule 144 after a holding
period of at least one year, unless we elect to voluntarily register the resale
of the shares issuable upon exercise of the warrants for earlier sale. No
registration rights were granted in connection with the issuance of said
warrants.


                                       19




     Between July 20, 2006 and October 30, 2006, we sold 951,575 shares of
common stock at a purchase price of $1.75 per share and Class C warrants to
purchase 475,788 shares at an exercise price of $1.75 per share. We also issued
to the placement agent and its designees 139,680 shares of common stock and
placement agent warrants to purchase 95,160 shares exercisable at a price of
$1.00 per share. We agreed to register the resale of the shares of common stock
sold to these investors, including the shares issuable upon exercise of the
Class C warrants.

     As of November 14, 2006, there were 81 holders of record of our common
stock, although we believe that there are other persons who are beneficial
owners of our common stock held in street name. Our transfer agent is
Continental Stock Transfer & Trust Company, 17 Battery Place, 8th Floor, New
York, NY 10004.

DIVIDEND POLICY

     We have never paid any cash dividends and intend, for the foreseeable
future, to retain any future earnings for the development of our business. Our
Board of Directors will determine our future dividend policy on the basis of
various factors, including our results of operations, financial condition,
capital requirements and investment opportunities.

RECENT SALES OF UNREGISTERED SECURITIES

     During the past two years, we had no sales or issuances of unregistered
common stock, except we made sales or issuances of unregistered securities
listed in the table below:


     
----------------------------------------------------------------------------------------------------------------------
                                                 CONSIDERATION RECEIVED
                                                 AND DESCRIPTION OF
                                                 UNDERWRITING OR OTHER
                                                 DISCOUNTS TO MARKET                            IF OPTION, WARRANT OR
                                                 PRICE OR CONVERTIBLE       EXEMPTION FROM      CONVERTIBLE SECURITY,
DATE OF        TITLE OF                          SECURITY, AFFORDED TO      REGISTRATION        TERMS OF EXERCISE OR
SALE           SECURITY          NUMBER SOLD     PURCHASERS                 CLAIMED             CONVERSION
----------------------------------------------------------------------------------------------------------------------
Jan. 2005      Common Stock      600,000         For services rendered -   Section 4(2) -      Options exercisable
               Options           Options         no other consideration    granted to          at $1.00 per share;
                                                 received; no              officers,           immediately
                                                 commissions paid.         directors and       exer-cisable; expire
                                                                           legal counsel       Jan. 2015; contain
                                                                           under our 2005      cashless exercise
                                                                           Incentive Plan.     provisions.
                                                                           Each grantee is a
                                                                           sophisticated
                                                                           investor, who
                                                                           re-ceived the
                                                                           options with a
                                                                           restrictive
                                                                           legend in
                                                                           con-nection with
                                                                           services rendered
                                                                           and is able to
                                                                           fend for himself.
                                                                           A Form S-8
                                                                           Registration
                                                                           Statement was
                                                                           later filed with
                                                                           the Commission
                                                                           in April and
                                                                           September 2005.
----------------------------------------------------------------------------------------------------------------------



                                       20





     
----------------------------------------------------------------------------------------------------------------------
Jan. -Feb.     Common Stock      100,000         $100,000 received; no     Rule 506 of         Class B Warrants
2005           and Class B       Shares and      commissions paid; no      Regulation D; a     exercisable at $2.00
               Warrants          Class B         placement agent was       Form D was filed    per share through
                                 Warrants        utilized.                 on February 22,     Jan. 2, 2008.
                                                                           2005; securities
                                                                           sold to two
                                                                           accredited
                                                                           investors only.
----------------------------------------------------------------------------------------------------------------------
Jan. 2005      Common Stock      31,076 Shares   Conversion of $31,076     Section 3a(9); no   Not Applicable.
                                                 of debt; no commissions   commissions paid.
                                                 paid; no placement
                                                 agent was utilized.
----------------------------------------------------------------------------------------------------------------------
July  -        Common Stock      951,575         $1,665,250 received,      Rule 506 of         Warrants to purchase
October, 2006                    Shares,         $209,830 paid             Regulation D;       95,160 shares issued
                                 475,788         to placement agent        A Form D was        to the placement
                                 Warrants        and its counsel.          Filed.              agent, which are
                                 issued to                                                     exercisable at $1.00
                                 investors;                                                    per share through
                                 139,680                                                       June 30,2011. Class C
                                 shares and                                                    warrants issued to
                                 95,160                                                        investors are
                                 warrants                                                      exercisable at $1.75
                                 issued to the                                                 per share and expire
                                 Placement                                                     on June30 2009.
                                 agent
----------------------------------------------------------------------------------------------------------------------
April 2006     Common stock      50,000 shares   Services rendered; no     Section 4(2). A     Options exercisable
               underlying                        commissions paid          restrictive         at $.10 per share;
               options                                                     legend appears on   expire April 25,
                                                                           each certificate    2016; contain
                                                                                               cashless exercise
                                                                                               provisions.
----------------------------------------------------------------------------------------------------------------------


RECENT PURCHASES OF SECURITIES
------------------------------

     During the last two years, we have had no repurchases of our common stock.


                      MANAGEMENT'S DISCUSSION AND ANALYSIS

     The following discussion should be read in conjunction with our financial
statements and the notes thereto appearing elsewhere in this Prospectus. All
statements contained herein that are not historical facts, including, but not
limited to, statements regarding anticipated future capital requirements, our
future plan of operations, our ability to obtain debt, equity or other
financing, and our ability to generate cash from operations, are based on
current expectations. These statements are forward-looking in nature and involve
a number of risks and uncertainties that may cause our actual results in future
periods to differ materially from forecasted results.

OVERVIEW

     We are a full service advertising specialties and promotional products
company. Specific categories of the use of promotional products include
advertising specialties, business gifts, incentives and awards, and premiums.


                                       21




Through the services of our in-house sales persons and the use of independent
sales representatives, we distribute items to our customers typically with their
logos on them. Several of our customer categories include large corporations,
local schools, universities, financial institutions, hospitals and
not-for-profit organizations.

     The most popular products that we have distributed over the last several
years and account for over 50% of our business are as follows:

     o    Wearables, such as t-shirts, golf shirts and hats.
     o    Glassware, such as mugs and drinking glasses.
     o    Writing instruments, such as pens, markers and highlighters.
     o    Bags, such as tote bags, gift bags and brief cases.

     There are a number of trends in the advertising/marketing industry, the
most significant of which is the trend toward integrated marketing strategies.
Integrated marketing campaigns involve not only advertising, but also sales
promotions, internal communications, public relations, and other disciplines.
The objectives of integrated marketing are to promote products and services,
raise employee awareness, motivate personnel, and increase productivity through
a wide array of methods including extensive use of promotional products.

     Price is no longer the sole motivator of purchasing behavior for our
customers. With the availability of similar products from multiple sources,
customers are increasingly looking for distributors who provide a tangible
value-added to their products. As a result, we provide a broad range of products
and related services. Specifically, we provide research and consultancy
services, artwork and design services, and fulfillment services to our
customers. These services are provided in-house by our current employees.
Management believes that by offering these services, we can attempt to attract
new customers.

     We expect our revenues to grow as economic conditions in the United States
continue to improve, by adding additional in-house and independent sales
representatives to our sales network. While one or more acquisitions of other
distributors will also be considered by Management, we can provide no assurances
that one or more acquisitions of other distributors will be completed on terms
satisfactory to us, if at all.

CRITICAL ACCOUNTING POLICIES
----------------------------

     Our discussion and analysis of our financial condition and results of
operations are based upon our financial statements, which have been prepared in
accordance with generally accepted accounting principles in the United States.
The preparation of financial statements require management to make estimates and
disclosures on the date of the financial statements. On an on-going basis, we
evaluate our estimates including, but not limited to, those related to revenue
recognition. We use authoritative pronouncements, historical experience and
other assumptions as the basis for making judgments. Actual results could differ
from those estimates. We believe that the following critical accounting policies
affect our more significant judgments and estimates in the preparation of our
financial statements.

     REVENUE RECOGNITION. Revenues are recognized when title and risk of loss
transfers to the customer and the earnings process is complete. In general,
title passes to our customers upon the customer's receipt of the merchandise.
Revenue is accounted for in accordance with Emerging Issue Task Force Issue No.
99-19, reporting revenue gross as a principal versus net as an agent. Revenue is
recognized on a gross basis since our company has the risks and rewards of
ownership, latitude in selection of vendors and pricing, and bears all credit
risk. Our company records all shipping and handling fees billed to customers as
revenues, and related costs as cost of goods sold, when incurred, in accordance
with Emerging Issue Task Force Issue No. 00-10, accounting for shipping and
handling fees and costs.


                                       22




     ALLOWANCE FOR DOUBTFUL ACCOUNTS. We are required to make judgments based on
historical experience and future expectations, as to the realizability of our
accounts receivable. We make these assessments based on the following factors:
(a) historical experience, (b) customer concentrations, customer credit
worthiness, (d) current economic conditions, and (e) changes in customer payment
terms.

     STOCK BASED COMPENSATION. UNTIL DECEMBER 31, 2005, WE accounted for
employee stock compensation in accordance with APB Opinion No. 25, "Accounting
for Stock Issued to Employees," and related interpretations in accounting for
our plans and did not recognize compensation expense for employee stock-based
compensation plans. We adopted the disclosure provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation" (SFAS 123). We also adopted the
disclosure provisions of SFAS No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure." This pronouncement requires prominent disclosures
in both annual and interim financial statements about the method of accounting
for stock-based employee compensation and the effect of the method used on
reporting results.

     In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 123(R), "Accounting for
Stock-Based Compensation." SFAS No. 123(R) establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. This statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS No. 123(R) requires that the fair value of such equity
instruments be recognized as an expense in the historical financial statements
as services are performed. Prior to SFAS No. 123(R), only certain pro forma
disclosures of fair value were required. The provisions of this statement were
effective for the first interim reporting period that began after December 15,
2005. We adopted the provisions of SFAS No.123(R) in the first quarter of Fiscal
2006. Reference is made to the Notes to Financial Statements for a description
of certain other recently issued accounting pronouncements.

Results of Operations
---------------------

The following table sets forth certain selected unaudited condensed statement of
operations data for the periods indicated in dollars and as a percentage of
total net revenues. The following discussion relates to our results of
operations for the periods noted and is not necessarily indicative of the
results expected for any other interim period or any future fiscal year. In
addition, we note that the period-to-period comparison may not be indicative of
future performance.


                                                 Three Months Ended               Nine Months Ended
                                                    September 30,                   September 30,
                                                 2006            2005            2006            2005
                                             ------------    ------------    ------------    ------------
                                                                                   
Revenue                                        $1,357,655        $750,957      $3,521,251      $2,300,150
Cost of Revenues                                  918,632         477,466       2,448,096       1,518,185
                                             ------------    ------------    ------------    ------------
Gross Profit                                      439,023         273,491       1,073,527         781,965
Selling, general & Administrative expenses        459,791         313,066       1,330,275       1,310,147
                                             ------------    ------------    ------------    ------------
(Loss) from operations                            (20,768)        (39,575)       (257,120)       (528,182)
                                             ============    ============    ============    ============


Three Months Ended September 30, 2006 versus Three Months Ended
---------------------------------------------------------------
September 30, 2005
------------------

We generated revenues of $1,357,655 in the third quarter of 2006 compared to
$750,957 in the same three month period ending September 30, 2005. The increase
in revenues of $606,698 in 2006 compared to 2005 is primarily due to our
utilizing additional sales representations to obtain additional customers and
our new and existing customers buying products with higher average prices.

Cost of revenues was $918,632 or 68% of revenues in the third quarter of 2006
compared to $477,466 or 64% of revenues in the same three months of 2005. Cost
of revenues includes purchases and freight costs associated with the shipping of
merchandise to our customers. Increase in cost of revenues of $441,166 in 2006
is related to an increase in revenues.


                                       23




Gross profit was $439,023 in the third quarter of 2006 or 32% of net revenues
compared to $273,491 in the same three months of 2005 or 36% of revenues. Gross
profits will vary period-to-period depending upon a number of factors including
the mix of items sold, pricing of the items and the volume of product sold.
Also, it is our practice to pass freight costs on to our customers.
Reimbursement of freight costs which are included in revenues have lower profit
margins than sales of our promotional products and has the effect of reducing
our overall gross profit margin on sales of products, particularly on smaller
orders.

Selling, general, and administrative expenses were $459,791 in the third quarter
of 2006 compared to $313,066 in the same three months of 2005. Such costs
include payroll and related expenses, insurance and rents. The overall increase
of $146,725 is primarily due to the increase in stock based compensation and an
increase in salaries.

Net loss was $(20,768) in the third quarter of 2006 compared to a net loss of
$(39,575) for the same three months in 2005. The third quarter net loss for 2006
includes stock based payments (non-cash) of $22,821 as compared to $5,094 for
the comparable period of 2005. No benefit for income taxes is provided for in
2006 and 2005 due to the full valuation allowance on the net deferred tax
assets.

Nine months ended September 30, 2006 versus September 30, 2005
--------------------------------------------------------------

We generated revenues of $3,521,251 in the first nine months of 2006 compared to
$2,300,150 in the same nine month period ending September 30, 2005. The increase
in revenues of $1,221,101 in 2006 compared to 2005 is primarily due to our
utilizing additional sales representations to obtain additional customers and
our new and existing customers buying products with higher average prices.

Cost of revenues was $2,448,096 or 70% of revenues in the first nine months of
2006 compared to $1,518,185 or 66% of revenues in the same nine months of 2005.
Cost of revenues includes purchases and freight costs associated with the
shipping of merchandise to our customers. Increase in cost of revenues of
$929,911 in 2006 is related to an increase in revenues.

Gross profit was $1,073,155 in the first nine months of 2006 or 30% of net
revenues compared to $781,965 in the same nine months of 2005 or 34% of
revenues. Gross profits will vary period-to-period depending upon a number of
factors including the mix of items sold, pricing of the items and the volume of
product sold. Also, it is our practice to pass freight costs on to our
customers. Reimbursement of freight costs which are included in revenues have
lower profit margins than sales of our promotional products and has the effect
of reducing our overall gross profit margin on sales of products, particularly
on smaller orders. The decrease in gross profit percentage during the first nine
months of 2006 relates to the mix of product sold and size of orders.

Selling, general, and administrative expenses were $1,330,275 in the first nine
months of 2006 compared to $1,310,147 in the same nine months of 2005. Such
costs include payroll and related expenses, insurance and rents. The overall
increase of $20,128 is primarily due to the increase in salaries.

Net loss was $(257,120) in the first nine months of 2006 compared to a net loss
of $(528,182) for the same nine months in 2005. The first nine months of 2006
include stock based payments (non-cash) of $87,135 as compared to $481,786 for
the comparable period of the prior year. No benefit for income taxes is provided
for in 2006 and 2005 due to the full valuation allowance on the net deferred tax
assets.

Fiscal 2006 and fiscal 2005
---------------------------

                                         Year Ended December 31
                                         ----------------------
                                           2005          2004
                                           ----          ----

Revenue                                 $3,422,665    $2,379,186
Cost of Revenues                         2,324,185     1,688,248
Gross Profit                             1,098,480       690,938
Operating Expenses                       1,776,710       844,574
(Loss) from operations                    (678,230)     (153,636)
Net (Loss)                                (682,538)   $ (157,150)
Net (Loss) per common Share             $     (.12)   $     (.03)


                                       24




     We generated revenues of $3,422,665 for 2005 compared to $2,379,186 for
fiscal 2004. The 44% increase in revenues of $1,043,479 in 2005 compared to 2004
is primarily due to our utilizing additional in-house and independent sales
representatives to obtain additional customers.

     Gross profit was $1,098,480 for 2005 or 32.1% of net revenues compared to
$690,938 or 29.0% for fiscal 2004. Gross profits will vary period-to-period
depending upon a number of factors including the mix of items sold, pricing of
the items and the volume of product sold. Also, it is our practice to pass
freight costs associated with shipping of merchandise to our customers which are
included in costs of revenues and net revenue. Reimbursement of freight costs
have lower profit margins than sales of our promotional products and has the
effect of reducing our overall gross profit margin on sales of products,
particularly on smaller orders. The change in gross profit percentage for fiscal
2005 relates to the mix of product sold and size of orders.

     Operating expenses consisting of selling, general, and administrative
expenses were $1,776,710 for fiscal 2005 compared to $844,574 for fiscal 2004.
Operating costs as a percentage of net revenue was 51.9% for 2005 compared to
35.5% for 2004. Operating expenses in 2005 increased over 2004 primarily due to
the following reasons:

     o    A non-recurring and non-cash charge to operations of $451,000 in the
          second quarter of 2005 relating to the grant of warrants to purchase
          1,100,000 shares at an exercise price of $.10 per share to a financial
          advisor with cashless exercise provisions, which warrants were
          exercised as of February 27, 2006 and resulted in the issuance of
          1,029,032 shares as of that date.
     o    Commencing in March 2005, a $2,000 per month increase in salary of
          each of our President and Chief Executive Officer totaling $40,000 for
          2005 and the hiring of a Chief Financial Officer at an annual cost of
          $50,000.
     o    Directors and officers liability insurance at a cost of $26,000.
     o    Professional and other fees relating to being a publicly held
          corporation totaling approximately $124,000 for 2005.
     o    A non-cash charge of $34,421 to operations relating to the grant of
          options to consultants of our Company.

     Our net loss was $(682,538) for 2005 as compared to $(157,150) for 2004.
Our 2005 increase in net loss relates primarily to non-cash charges incurred in
operations during 2005 totaling $489,421 relating to the granting of options and
warrants to consultants and advisors.

Liquidity and Capital Resources
-------------------------------

We had cash and cash equivalents of $1,299,928 at September 30, 2006. Cash used
by operating activities for the nine months ended September 30, 2006 was
$(298,977). This resulted primarily from a net loss of $(254,767), an increase
in accounts receivable of $(61,399) and a increase in accounts payable and
accrued expenses of $73,522 partially offset by customer deposits of $(98,000)
and stock based compensation of $87,135.

We had cash and cash equivalents of $544,805 at September 30, 2005. Cash used by
operating activities for the nine months ended September 30, 2005 was
$(122,556). This resulted primarily from a net loss of $(532,581), an increase
in accounts receivable of $(29,057) and a decrease in accounts payable and
accrued expenses of $(77,761) partially offset by prepaid expenses of $31,144
and stock based compensation of $481,786. Cash provided from financing
activities was $101,076 resulting from a private placement of common stock and
warrants which netted $95,000 and the conversion of a note payable with accrued
interest into common stock of the company at a reduced conversion rate of $1.00
per share, which resulted in the issuance of 31,076 shares of common stock.

     At December 31, 2005, we had cash and cash equivalents of $398,235. We
consider highly liquid debt instruments with a maturity of three months or less,
as well as bank money market accounts, to be cash equivalents. During 2005, net
cash was used in operating activities of $252,040. This was primarily due to net


                                       25




loss of $682,538 and an increase in accounts receivable of $408,452, partially
offset by a non-cash stock-based compensation charge of $489,421 and increases
in liabilities and customer deposits of $211,171 and $98,000, respectively.
During 2005, net cash of $11,010 was used in investing activities to purchase
property and equipment. During 2005, net cash of $95,000 was provided from
financing activities due to the sale of our common stock and warrants. During
2004, net cash was used in operating activities of $171,068. This was primarily
due to our net loss of $157,150 and decreases in accounts payable and accrued
expenses of $9,750. During 2004, cash was used in investing activities to
purchase property and equipment of $14,273. During 2004, net cash of $696,901
was provided by financing activities from the proceeds of sale of our common
stock and warrants totaling $713,201 less payments on notes payable of $16,300.

     Our company commenced operations in 1998 and was initially funded by our
three founders, each of whom has made demand loans to us that have been repaid.
Since 1999, we have relied on equity financing and borrowings from outside
investors to supplement our cash flow from operations.

     We anticipate that our future liquidity requirements will arise from the
need to finance our accounts receivable and inventories, hire additional sales
persons, capital expenditures and possible acquisitions. The primary sources of
funding for such requirements will be cash generated from operations, raising
additional capital from the sale of equity or other securities and borrowings
under debt facilities which currently do not exist. We believe that we can
generate sufficient cash flow from these sources to fund our operations for at
least the next fifteen months. In the event we should need additional financing
for operations and to consummate acquisitions, we can provide no assurances that
we will be able to obtain financing on terms satisfactory to us, if at all.

2006 Financing
--------------

     We recently engaged Brookshire Securities Corporation, a licensed
broker-dealer and member of the NASD, to act as Placement Agent to raise
financing for our company through the sale of our unregistered securities solely
to "accredited investors" as defined in Rule 501 of Regulation D of the
Securities Act of 1933, as amended.

     Pursuant to the offering, we raised gross proceeds of $1,665,250 from the
sale of Units. Each Unit consisted of 60,000 shares of our Common Stock and
Class C Warrants to purchase 30,000 shares of Common Stock at an offering price
of $105,000 per Unit. We had the right to sell fractional Units, but not
fractional shares or fractional Class C Warrants. The Class C Warrants are
exercisable at $1.75 per share at anytime from the date of issuance through the
earlier of June 30, 2009 or the redemption date of the Class C Warrants,
whichever is earlier.

     Each Class C Warrant may be redeemed by us at a redemption price of $.001
per Warrant, on at least 30 days prior written notice (the "Redemption Date'),
at anytime after the average closing sales price of our Common Stock as reported
in the Over-the-Counter Market OTC Electronic Bulletin Board, NASDAQ or if
listed on a national securities exchange, equals or exceeds $3.00 per share for
a period of 20 consecutive trading days ending within 10 days prior to the date
of the notice of redemption is mailed or otherwise delivered by us to each
holder of Class C Warrants.

     All investors who purchased Units in our Offering have the following
additional rights:

     o    LIQUIDATED DAMAGES RELATING TO REGISTRATION STATEMENT - We have agreed
          to file a Registration Statement with the Securities and Exchange
          Commission within 60 days (automatically extended to 120 days if we
          have executed an agreement to acquire the stock or assets of another
          promotional product distributor) after the final closing date of the
          Offering (i.e. October 30, 2006), to provide for the resale by
          purchasers of Units of the shares of Common Stock and the Warrant
          Shares issuable upon exercise of the Class C Warrants under the
          Securities Act. We have agreed to use our best efforts to have the
          Registration Statement declared effective as soon as possible after


                                       26




          filing and we have agreed to obtain an effective Registration
          Statement within 210 days after the final closing date of the Offering
          (i.e. October 30, 2006), subject to a 30-day extension if the
          Registration Statement receives a "full review" from the Commission.
          These intervals would be extended by 30 days if fiscal year end
          audited financial statements would be required, and which were not
          issued prior to the closing. If the Registration Statement is not
          effective within the aforementioned time parameters, we will pay
          liquidated damages in cash or, at our discretion, in Common stock
          (based upon the fair market value of our Common Stock) equal to 1% of
          the amount invested to each investor for each subsequent 30-day period
          that we fail to have an effective Registration Statement, up to a
          maximum of 9%. In the event the SEC establishes policy preventing the
          use of or prohibiting the effectiveness of a registration statement,
          and the Registration Statement is still pending with liquidated
          damages accruing, we shall be responsible for said damages up to the
          date of the policy change. We have agreed to use our best efforts to
          maintain the effectiveness of the registration statement until the
          earlier of five years from the final closing date of the Offering or
          until the Shares and Warrant Shares may be sold pursuant to provisions
          of Rule 144(k) without volume limitations. Any registration costs
          (other than costs of counsel to subscribers or commissions related to
          the sales of the Shares and Warrant Shares) will be paid by us.
     o    ANTI-DILUTION PROTECTION - In the event we seek to raise money on a
          capital raise transaction during the period commencing on October 30,
          2006 and terminating on the earlier of 24 months from that date or 12
          months from the initial effective date of the Registration Statement
          (the "Covered Period") and we sell shares of our Common Stock or issue
          options or warrants at a price below $1.75 per share during the
          Covered Period, the investors in the Offering will have the following
          anti-dilution protection during the Covered Period:

               "Most Favored Nation Provision - Purchasers of Units sold by Ace
               Marketing during the Covered Period may elect at the time of each
               capital raise transaction by us to exchange their unsold Units
               multiplied by $105,000 per Unit in exchange for an equivalent
               amount of our securities offered in any new capital raise
               transaction based upon the new terms offered by us. A capital
               raise transaction shall not include the issuance of securities to
               officers, directors, employees, advisors or consultants or
               securities issued in connection with acquisitions, consolidations
               or mergers."

     Pursuant to the Offering, we sold 951,575 shares of our Common Stock and
Class C Warrants to purchase 475,787 shares of our Common Stock. We also issued
to the Placement Agent 139,680 shares of Common Stock and five-year Warrants to
purchase 95,160 shares of Common Stock exercisable at $1.00 per share. Exemption
from registration is claimed under Rule 506 of Regulation d promulgated under
Section 4(2) of the Securities Act.

Recently Issued Accounting Pronouncements
-----------------------------------------

     On September 15, 2006 the Financial Accounting Standards Board ("FASB")
issued Statement No. 157, FAIR VALUE MEASUREMENTS. The Statement provides
guidance for using fair value to measure assets and liabilities. This Statement
references fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market
participants in the market in which the reporting entity transacts. The
Statement applies whenever other standards require (or permit) assets or
liabilities to be measured at fair value. The Statement does not expand the use
of fair value in any new circumstances. It is effective for financial statements
issued for fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. The adoption of SFAS No. 157 is not expected to have
a material impact on our financial statements.

In July 2006, the FASB issued FASB Interpretation No. 48, "Accounting for
Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109," (FIN
48). FIN 48 prescribes a recognition threshold and measurement criterion for the
financial statement recognition and measurement of tax positions taken or


                                       27




expected to be taken in a tax return, among other items. In addition, FIN 48
provides guidance on de-recognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition with respect to
uncertainty in income taxes. FIN 48 is effective for fiscal years beginning
after December 15, 2006. We do not anticipate that the adoption of this
Statement will have a material effect on our financial position or results of
operation.


                        DIRECTORS AND EXECUTIVE OFFICERS

     Our Board of Directors which is currently comprised of three members. Each
director holds office until the next annual meeting of shareholders or until a
successor is elected or appointed. The members of our Board of Directors and our
executive officers and their respective age and position are as follows:

     The names, ages and principal occupations of our present officers and
directors are listed below.

                              First Became Director
     Name (1)           Age      and/or Officer             Position
     --------           ---      --------------             --------

     Dean Julia          38           1998         Chief Executive Officer/
                                                   Secretary/Treasurer/Director/
                                                   Co-Founder
     Michael Trepeta     34           1998         President/Director/Co-Founder
     Scott Novack        38           1998         Director/Co-Founder
     Sean McDonnell      45           2005         Chief Financial Officer

---------
(1)  Directors are elected at the annual meeting of stockholders and hold office
     until the following annual meeting.

     The terms of all officers expire at the annual meeting of directors
following the annual stockholders meeting. Officers serve at the pleasure of the
Board and may be removed, either with or without cause, by the Board of
Directors, and a successor elected by a majority vote of the Board of Directors,
at any time.

MANAGEMENT TEAM

     Our officers, directors and founders each have experience in the
development of early stage companies including business strategies, products and
services and financing.

DEAN L. JULIA

     Mr. Julia holds a Bachelor of Business Administration from Hofstra
University received in 1990. Since that time, Mr. Julia has been associated with
various broker/dealers as a stockbroker where he was involved in the funding of
numerous development stage and growth companies. From 1991 to 1996, Mr. Julia
served as a Vice President for Reich & Co. From 1993 to 1994, he was Vice
President for D. Blech & Co. From 1994 to 1995, he served as a Vice President
for GKN Securities; and from 1995 to 1996 he served as Vice President for Rickel
& Associates. From September 1996 through February 1998, Mr. Julia served as
President and Chief Executive Officer of DLJ Consulting, a financial
intermediary consultant for public and private companies. In 1998, Mr. Julia
co-founded us and became an officer, director and principal stockholder of our
company and a full time employee.


                                       28




MICHAEL D. TREPETA

     Mr. Trepeta received a Bachelor of Science Degree in Applied Economics and
Business Management with a minor in Communications from Cornell University in
1993. Since that time, Mr. Trepeta has been associated with various
broker/dealers as a stockbroker where he was involved in the funding of numerous
development stage and growth companies. Mr. Trepeta was a Vice President of
Investments at Joseph Roberts & Co. in 1994 and a Vice President of Investments
at Rickel & Associates from 1995-1996. From September of 1996 through February
1998, he has served as President of MDT Consulting Group, Inc., a corporation
contracted by publicly traded companies to serve as a financial intermediary to
investment bankers and to assist in developing products, services, and business
strategies. In 1998, Mr. Trepeta co-founded us and he became an officer,
director and principal owner of our company and a full time employee.

SCOTT J. NOVACK

     Mr. Novack holds a Bachelor of Business Administration from Hofstra
University received in 1990. From 1993-1994, Mr. Novack was a Vice President at
D. Blech & Co., a New York investment bank specializing in raising venture
capital money for early stage companies. From 1994-1995, Mr. Novack was a Vice
President at GKN Securities, a New York based investment bank. From 1995-1996,
Mr. Novack was a Vice President at Rickel Associates, a New York based
investment bank. Mr. Novack was the President of SJN Consulting Group, Inc., a
privately held company, from 1996 to 2003. SJN was a corporation contracted by
publicly traded companies to serve as a financial intermediary to investment
bankers and to assist in developing products, services, and business strategies.
Since 2003, Mr. Novack is a private investor who invests for his own account. In
1998, Mr. Novack co-founded us and became a director of our company.

SEAN MCDONNELL

     Sean J. McDonnell, Certified Public Accountant, has been self employed and
in private accounting practice since January 1990 handling many different types
of business entities and associations. Mr. McDonnell has spent much of his time
helping his customers grow their companies and acquire financing for the
purchase of buildings and equipment. Prior to starting his own practice, he was
employed from 1985 - 1990 as a senior staff member in the accounting firm of
Breiner & Bodian CPA's. After graduating from Dowling College in 1984, he was
employed by Kenneth Silver C.P.A. from 1984 - 1985. He is currently serving on
the boards of the Police Athletic League, North East Youth Sports Association
and Sound Beach Soccer Club, Inc. Mr. McDonnell has served as our Chief
Financial Officer since January 3, 2005 and currently as an employee, he devotes
such time to our affairs as is necessary for the performance of his duties.

LACK OF COMMITTEES
------------------

     We have no audit, compensation or nominating committees of our board of
directors or committees performing similar functions. We are currently seeking
to nominate and appoint to the board two independent directors and to form an
audit committee consisting of the two independent directors. It is our goal that
at least, one of the two independent directors would be deemed a "Financial
Expert" within the meaning of Sarbanes-Oxley Act of 2002, as amended. An
independent director is defined in Rule 4200(a)(14) of the NASD's Listing
Standards to mean a person other than an officer or employee of our company or
any other individual having a relationship which, in the opinion of our board of
directors, would interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. The following persons should not be
considered independent:

     o    A director who is employed by us or any of its affiliates for the
          current year or any of the past three years;

     o    A director who accepts any compensation from us or any of its
          affiliates in excess of $60,000 during the previous fiscal year other
          than compensation for Board service, benefits under a tax qualified
          retirement plan, or non discretionary compensation;


                                       29




     o    A director who is a member of the immediate family of an individual
          who is, or has been in any of the past three years, employed by us or
          any of its affiliates as an executive officer. Immediate family
          includes a person's spouse, parents, children, siblings,
          mother-in-law, father-in-law, sister-in-law, brother-in-law,
          son-in-law, daughter-in-law, and anyone who resides in such person's
          home;

     o    A director who is a partner in, or a controlling shareholder or an
          executive officer of, any for-profit business organization to which we
          made, or from which we received, payments (other than those arising
          solely from investments in our securities) that exceed 5% of our
          business organizations consolidated gross revenues for that year, or
          $200,000, whichever is more, in any of the past three years;

     o    A director who is employed as an executive of another entity where any
          of our executives serve on that entity's compensation committee.

     The term "Financial Expert" is defined as a person who has the following
attributes: an understanding of generally accepted accounting principles and
financial statements; has the ability to assess the general application of such
principles in connection with the accounting for estimates, accruals and
reserves; experience preparing, auditing, analyzing or evaluating financial
statements that present a breadth and level of complexity of accounting issues
that are generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the company's financial statements, or
experience actively supervising one or more persons engaged in such activities;
an understanding of internal controls and procedures for financial reporting;
and an understanding of audit committee functions.

     We can provide no assurances that our board's efforts to select two persons
to serve as independent directors on the Board of Directors (at least one of
which is a "Financial Expert") and on the proposed audit committee will be
successful. In the event an audit committee is established, the Board would
adopt a written charter. Such charter would be expected to include, among other
things:

     o    being directly responsible for the appointment, compensation and
          oversight of our independent auditor, which shall report directly to
          the audit committee, including resolution of disagreements between
          management and the auditors regarding financial reporting for the
          purpose of preparing or issuing an audit report or related work;
     o    annually reviewing and reassessing the adequacy of the committee's
          formal charter;
     o    reviewing the annual audited financial statements with our management
          and the independent auditors and the adequacy of our internal
          accounting controls;
     o    reviewing analyses prepared by our management and independent auditors
          concerning significant financial reporting issues and judgments made
          in connection with the preparation of our financial statements;
     o    reviewing the independence of the independent auditors;
     o    reviewing our auditing and accounting principles and practices with
          the independent auditors and reviewing major changes to our auditing
          and accounting principles and practices as suggested by the
          independent auditor or its management;
     o    reviewing all related party transactions on an ongoing basis for
          potential conflict of interest situations; and
     o    all responsibilities given to the audit committee by virtue of the
          Sarbanes-Oxley Act of 2002, which was signed into law by President
          George W. Bush on July 30, 2002.


                                       30




           OWNERSHIP OF SECURITIES BY BENEFICIAL OWNER AND MANAGEMENT

     As of November 14, 2006, we had outstanding 8,028,363 shares of Common
Stock. The only persons of record who presently hold or are known to own (or
believed by us to own) beneficially more than 5% of the outstanding shares of
such class of stock is listed below. The following table also sets forth certain
information as to holdings of our Common Stock of all officers and directors
individually, and all officers and directors as a group.

--------------------------------------------------------------------------------
  NAME AND ADDRESS OF                    NUMBER OF COMMON      APPROXIMATE
  BENEFICIAL OWNER (1)                        SHARES           PERCENTAGE
--------------------------------------------------------------------------------
OFFICERS AND DIRECTORS
--------------------------------------------------------------------------------
Scott Novack                                 1,073,334            13.4
457 Rockaway Avenue
Valley Stream, NY 11583
--------------------------------------------------------------------------------
Michael D. Trepeta                           1,387,334            16.6
457 Rockaway Avenue
Valley Stream, NY 11583(2)
--------------------------------------------------------------------------------
Dean L. Julia                                1,357,834            16.2
457 Rockaway Avenue
Valley Stream, NY 11583 (2)
--------------------------------------------------------------------------------
Sean McDonnell                                  50,000              .6
457 Rockaway Avenue
Valley Stream, NY 11583 (3)
--------------------------------------------------------------------------------
All Directors and Officers as a              3,868,502            44.1
Group (four persons) (4)
--------------------------------------------------------------------------------
Glenwood Capital Corporation
2070 South Hibiscus Drive
North Miami Beach, FL 33181 (5)
--------------------------------------------------------------------------------
Domenico Iannucci                              789,660             9.7
One Windsor Drive
Muttontown, NY 11753 (6)
--------------------------------------------------------------------------------

(1)  Beneficial ownership is determined in accordance with Rule 13d-3 under the
     Securities Exchange Act of 1934, as amended, and is generally determined by
     voting powers and/or investment powers with respect to securities. Unless
     otherwise noted, all of such shares of common stock listed above are owned
     of record by each individual named as beneficial owner and such individual
     has sole voting and dispositive power with respect to the shares of common
     stock owned by each of them. Such person or entity's percentage of
     ownership is determined by assuming that any options or convertible
     securities held by such person or entity, which are exercisable within
     sixty (60) days from the date hereof, have been exercised or converted as
     the case may be, but not for the purposes of determining the number of
     outstanding shares held by any other named beneficial owner.
(2)  Includes options to purchase 350,000 shares.
(3)  Includes options to purchase 50,000 shares.
(4)  Includes options to purchase 750,000 shares.
(5)  Includes 1,079,032 shares and 50,000 Class B Warrants owned by Glenwood
     Capital and 73,880 shares owned by Peter S. Chung.
(6)  Includes 339,660 shares of Common Stock, Class A Warrants to purchase
     300,000 shares and Class B Warrants to purchase 50,000 shares and includes
     options to purchase 100,000 shares.


                                       31




SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS.
-------------------------------------------------------------------

     The following summary information is as of September 30, 2006 and relates
to our 2005 Plan described elsewhere herein pursuant to which we have granted
options to purchase our common stock:


     
-----------------------------------------------------------------------------------------------------------------
                                (a)                            (b)                    (c)
-----------------------------------------------------------------------------------------------------------------
                                                                                      Number of securities
                                                                                      remaining available for
                                Number of shares of common                            future issuance under
                                stock to be issued upon        Weighted average       equity compensation plans
Plan category                   exercise of outstanding        exercise price of      (excluding shares
                                options                        outstanding options    reflected in column (a)
-----------------------------------------------------------------------------------------------------------------
Equity compensation
Plans                                   1,921,222                    1.17                     2,078,778
-----------------------------------------------------------------------------------------------------------------


                             EXECUTIVE COMPENSATION

     The following table provides a summary compensation table with respect to
our four executive officers. During the past three fiscal years, we have not
granted stock appreciation rights to its executive officers. In addition, we do
not have a defined benefit or actuarial plan other than a 401(k) plan.


     
                                                   SUMMARY COMPENSATION TABLE
                                                   --------------------------

-------------------------------------------------------------------------------------------------------------------------------
                                                                                  Long Term Compensation
-------------------------------------------------------------------------------------------------------------------------------
                                 Annual Compensation                        Awards                     Payouts
-------------------------------------------------------------------------------------------------------------------------------
Name and                Year     Salary ($)    Bonus ($)     Other Annual   Restricted   Number of     LTIP      All Other
                                                             Compensation   Stock        Options       Payout    Compensation
                                                             ($)(1)         Award(s)                   ($)        ($)
PRINCIPAL POSITION                                                          ($)
-------------------------------------------------------------------------------------------------------------------------------
Dean L. Julia, Chief     2005    $  141,000       $2,500          -0-           -0-          450,000      0             0
Executive Officer        2004       121,500        -0-            -0-           -0-          -0-          0             0
                         2003       108,000        -0-            -0-           -0-          -0-          0             0
-------------------------------------------------------------------------------------------------------------------------------
Michael D. Trepeta       2005      141,000        2,500           -0-           -0-          450,000      0             0
President and Chief      2004      121,500         -0-            -0-           -0-          -0-          0             0
Operating Officer        2003      108,000         -0-            -0-           -0-          -0-          0             0
-------------------------------------------------------------------------------------------------------------------------------


-----------
(1)  Does not include the value of a leased automobile provided to the executive
     officers for business purposes as each officer has his own separate
     automobile that he uses for personal reasons.

EMPLOYMENT AGREEMENTS

     Michael Trepeta, our president and Dean Julia, our chief executive officer,
received salaries at the rate of $9,000 per month between 2002 through March
2004, which was raised to $10,500 per month in April, 2004, $12,000 per month in
March 2005 and $14,000 per month in March 2006. Historically, all compensation
of our executive officers and directors including, without limitation, the
payment of salaries, bonuses and the grant of options and employment contracts
have been determined solely by our Board of Directors, which is controlled by
our founders. Effective March 1, 2005, we entered into employment contracts with
each of Messrs. Julia and Trepeta. These contracts contain the following
material provisions:

     o    A term of three years, with the Executive having the option to renew
          the agreement for a period of an additional two years.


                                       32




     o    A current monthly base salary of $14,000, which salary will increase
          each subsequent March 1 by at least $2,000 per month during the term
          of the agreements and any extension thereof.
     o    The annual grant on March 1 of each year of ten-year stock options to
          purchase 50,000 shares at an exercise price equal to the then fair
          market value of our common stock as determined by the Board. On
          December28, 2005, Messrs. Trepeta and Julia each agreed to amend their
          employment contracts to eliminate the automatic annual grant of
          options in consideration of the grant of ten year options to purchase
          200,000 shares exercisable at $1.20 per share, with one-half
          immediately vested and the other half to vest on December 28, 2008.
     o    Annual bonuses of at least 5% of pre-tax earnings.
     o    Use of company automobile with all related costs paid for by us.
     o    Health insurance.
     o    Indemnification to the extent permitted by New York law.
     o    Right to participate in any pensions of our company.

Directors' Compensation
-----------------------

     Our directors are not expected to receive cash compensation for their
services as such. However, our non-employee directors will receive a fee of $500
to be paid to them for attending each meeting of the Board of Directors. All
directors will also be reimbursed for actual travel expenses incurred in
attending board meetings. Members of the board of directors are eligible to
participate under our company's stock incentive plan. Messrs. Julia and Trepeta
will receive compensation and options as executive officers pursuant to their
employment contracts and not in their capacity as directors of our company.
Equity incentive awards issued to other board members will not be a fixed amount
or granted on a pre-determined timetable. Equity incentive awards will be
determined and granted in the sole discretion of the board and/or a compensation
committee of the board at such times and in such amounts as the board or a
committee thereof determines to make such awards.

2005 Employee Benefit and Consulting Services Compensation Plan
---------------------------------------------------------------

     On January 3, 2005, our company established an Employee Benefit and
Consulting Services Compensation Plan covering 2,000,000 shares, which 2005 Plan
was ratified by our stockholders on February 9, 2005. On August 12, 2005, the
company's stockholders approved a 2,000,000 share increase in the 2005 Plan to
4,000,000 shares.

ADMINISTRATION
--------------

     Our board of directors administers the 2005 Plan, has the authority to
determine and designate officers, employees, directors and consultants to whom
awards shall be made and the terms, conditions and restrictions applicable to
each award (including, but not limited to, the option price, any restriction or
limitation, any vesting schedule or acceleration thereof, and any forfeiture
restrictions). The board may, in its sole discretion, accelerate the vesting of
awards.

TYPES OF AWARDS
---------------

     The 2005 Plan is designed to enable us to offer certain officers,
employees, directors and consultants of us and our subsidiaries equity interests
in us and other incentive awards in order to attract, retain and reward such
individuals and to strengthen the mutuality of interests between such
individuals and our stockholders. In furtherance of this purpose, the 2005 Plan
contains provisions for granting non-statutory stock options and incentive stock
options and common stock awards.

     STOCK OPTIONS. A "stock option" is a contractual right to purchase a number
of shares of common stock at a price determined on the date the option is
granted. An incentive stock option is an option granted under the Internal


                                       33




Revenue Code of 1986 to our employees with certain tax advantages to the grantee
over non-statutory stock options. The option price per share of common stock
purchasable upon exercise of a stock option and the time or times at which such
options shall be exercisable shall be determined by the Board at the time of
grant. Such option price in the case of incentive stock options shall not be
less than 100% of the fair market value of the common stock on the date of grant
and may be granted below fair market value in the case of non-statutory stock
options. Incentive stock options granted to owners of 10% or more of our common
stock must be granted at an exercise price of at least 110% of the fair market
value of our common stock and may not have a term greater than five years. Also,
the value of incentive options vesting to any employee cannot exceed $100,000 in
any calendar year. The option price of our options must be paid in cash, money
order, check or common stock of the company. The non-statutory stock options may
also contain at the time of grant, at the discretion of the board, certain other
cashless exercise provisions. These cashless exercise provisions are included in
the currently outstanding non-statutory stock options granted by the board.

     Options shall be exercisable at the times and subject to the conditions
determined by the Board at the date of grant, but no option may be exercisable
more than ten years after the date it is granted. If the optionee ceases to be
an employee of our company for any reason other than death, any incentive stock
option exercisable on the date of the termination of employment may be exercised
for a period of thirty days or until the expiration of the stated term of the
option, whichever period is shorter. In the event of the optionee's death, any
incentive stock option exercisable at the date of death may be exercised by the
legal heirs of the optionee from the date of death until the expiration of the
stated term of the option or six months from the date of death, whichever event
first occurs. In the event of disability of the optionee, any incentive stock
options shall expire on the stated date that the Option would otherwise have
expired or 12 months from the date of disability, whichever event first occurs.
The termination and other provisions of a non-statutory stock option shall be
fixed by the board of directors at the date of grant of each respective option.

     COMMON STOCK AWARD. Common stock awards are shares of common stock that
will be issued to a recipient at the end of a restriction period, if any,
specified by the board if he or she continues to be an employee, director or
consultant of us. If the recipient remains an employee, director or consultant
at the end of the restriction period, the applicable restrictions will lapse and
we will issue a stock certificate representing such shares of common stock to
the participant. If the recipient ceases to be an employee, director or
consultant of us for any reason (including death, disability or retirement)
before the end of the restriction period unless otherwise determined by the
board, the restricted stock award will be terminated.

AWARDS
------

     As of September 30, 2006, we granted under our 2005 Plan non-statutory
stock options to purchase 1,921,222 shares of our common stock with a weighted
average exercise price of $1.17 per share, exclusive of options which have been
cancelled since the date of grant. The board has granted options with varying
terms. Dean L. Julia, Michael D. Trepeta and Sean McDonnell have been granted
options to purchase 450,000 shares, 450,000 shares and 50,000 shares,
respectively, at exercise prices ranging from $1.00 to $1.20 per share. Options
to purchase an additional 971,222 shares are held by other employees and
consultants. All 1,921,222 outstanding options have an intrinsic value of
$2,077,000 at September 30, 2006.

     It is not possible to predict the individuals who will receive future
awards under the 2005 Plan or the number of shares of Common Stock covered by
any future award because such awards are wholly within the discretion of the
Board.


                                       34




ELIGIBILITY
-----------

     Our officers, employees, directors and consultants of Ace and our
subsidiaries are eligible to be granted stock options, and common stock awards
under our 2005 Plan.

TERMINATION OR AMENDMENT OF THE 2005 PLAN
-----------------------------------------

     The board may at any time amend, discontinue, or terminate all or any part
of the 2005 Plan, provided, however, that unless otherwise required by law, the
rights of a participant may not be impaired without his or her consent, and
provided that we will seek the approval of our stockholders for any amendment if
such approval is necessary to comply with any applicable federal or state
securities laws or rules or regulations.

                               OPTION GRANTS TABLE
                               -------------------

     The information provided in the table below provides information with
respect to individual grants of stock options during 2005 of each of the
executive officers named in the summary compensation table above. We did not
grant any stock appreciation rights during 2005.


                                        Option Grants in Last Fiscal Year
                                        ---------------------------------
                                                                                                 Potential
                                                                                            Realizable Value at
                                                                                               Assumed Annual
                                                                                            Rates of Stock Price
                                    Individual Grants                                         Appreciation
                                    -----------------                                       for Option Term (2)
                                                                                            -------------------
                                      (c)% of Total
                                     Options/Granted
                                       to Employees
                          Options    (Consultants) in    Exercise Price   Expiration      5% ($)         10% ($)
         Name           Granted (#)   Fiscal Year (1)        ($/Sh)          Date         ------         -------
         ----           -----------   ---------------        ------          ----
                                                                                       
Dean L. Julia             250,000          14.0%              1.00         01/03/15      157,500         397,500
Michael D. Trepeta        250,000          14.0%              1.00         01/03/15      157,500         397,500
Dean L. Julia             200,000          11.2%              1.20         12/28/15      150,000         382,000
Michael D. Trepeta        200,000          11.2%              1.20         12/28/15      150.000         382,000


-----------
N/A - Not Applicable.
(1)  The percentage of total options granted to employees in the fiscal year is
     based upon options granted to officers, directors, employees and
     consultants, exclusive of options cancelled before the filing date of this
     prospectus.
(2)  The potential realizable value of each grant of options assumes that the
     market price of our Common Stock appreciates in value from the date of
     grant to the end of the option term at annualized rates of 5% and 10%,
     respectively, and after subtracting the exercise price from the potential
     realizable value.

EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES

     The information provided in the table below provides information with
respect to each exercise of stock option during 2005 by each of the executive
officers named in the summary compensation table and the fiscal year end value
of unexercised options.


                                       35





     
      (a)                 (b)             (c)             (d)                  (e)
                                                                              Value
                                                                               of
                                                       Number of           Unexercised
                                                      Unexercised         In-the-Money
                        Shares                         Options at           Options
                      Acquired on       Value          FY-End (#)         at Fy-End($)
                       Exercise        Realized       Exercisable/        Exercisable/
     Name                (#)            ($)(1)        Unexercisable     Unexercisable(1)
     ----             -----------      --------       -------------     ----------------

Dean L. Julia              0              0        350,000 / 100,000      37,500/ -0-
Michael D. Trepeta         0              0        350,000 / 100,000      37,500/ -0-


-----------
(1)  The aggregate dollar values in column (c) and (e) are calculated by
     determining the difference between the fair market value of the Common
     Stock (based upon a last sale of $1.15 on December 23, 2005, which was the
     last date of sale in December 2005), underlying the options and the
     exercise price of the options at exercise or fiscal year end, respectively.
     In calculating the dollar value realized upon exercise, the value of any
     payment of the exercise price is not included.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     The transaction described in paragraph (i) below was approved by the Board
of directors and was an arms-length transaction which did not involve a director
or executive officer of our company. The transactions described in paragraph
(ii) below were approved by the Board of Directors based upon obtaining at least
three competitive quotes and Mr. Trepeta's wife being the best price. The
transactions described in paragraphs (i) and (ii) were on terms to us that are
at least as favorable as the terms we could have obtained from an unaffiliated
party.

Related Party Transactions
--------------------------

     (i) On August 5, 2002, we issued to David McCooey, who is currently the
beneficial owner of 5.0% of our outstanding shares of common stock, a debenture
in the principal amount of $25,000 originally convertible at $1.50 per share.
The debenture bore interest at the rate of 10% per annum. On January 13, 2005,
we agreed with Mr. McCooey to convert his $25,000 of principal and accrued
interest thereon of $6,076, which payments were in arrears, into 31,076 shares
of our common stock at a conversion price of $1.00 per share.

     (ii) Mr. Trepeta's wife has a company which is a candle supplier. From
time-to-time, we have in the past and may in the future purchase candle supplies
from her company. During 2004 and 2005, we purchased a total of $20,471 and
$10,313, respectively, from her company.

     In the future, we expect to have one or more members of our Board be
independent directors of our company. It is anticipated that future transactions
between us and our executive officers and directors and other affiliated parties
will be approved by the then disinterested members of the Board and, if not a
majority of the Board, then by our independent director(s) through a committee
appointed by the Board.

Other Transactions
------------------

     We recently engaged Brookshire Securities Corporation, a licensed
broker-dealer and member of the NASD, to act as Placement Agent to raise
financing for our company through the sale of our unregistered securities solely


                                       36




to "accredited investors" as defined in Rule 501 of Regulation D of the
Securities Act of 1933, as amended. Pursuant to the offering, we raised gross
proceeds of $1,665,250 from the sale of Units. Each Unit consisted of 60,000
shares of our Common Stock and Class C Warrants to purchase 30,000 shares of
Common Stock at an offering price of $105,000 per Unit.

     Pursuant to the Offering, we sold 951,575 shares of our Common Stock and
Class C Warrants to purchase 475,788 shares of our Common Stock. We also issued
to the Placement Agent 139,680 shares of Common Stock and five-year Warrants to
purchase 95,160 shares of Common Stock exercisable at $1.00 per share. We have
agreed to file a Registration Statement with the Securities and Exchange
Commission within 60 days of October 30,2006 (automatically extended to 120 days
if we have executed an agreement to acquire the stock or assets of another
promotional product distributor), to provide for the resale by purchasers of
Units of the shares of Common Stock and the Warrant Shares issuable upon
exercise of the Class C Warrants under the Securities Act. We have agreed to use
our best efforts to have the Registration Statement declared effective as soon
as possible after filing and we have agreed to obtain an effective Registration
Statement within 210 days of October 30, 2006, subject to a 30-day extension if
the Registration Statement receives a "full review" from the Commission. These
intervals would be extended by 30 days if fiscal year end audited financial
statements would be required, and which were not issued prior to the closing. If
the Registration Statement is not effective within the aforementioned time
parameters, we will pay liquidated damages in cash or, at our discretion, in
Common stock (based upon the fair market value of our Common Stock) equal to 1%
of the amount invested to each investor for each subsequent 30-day period that
we fail to have an effective Registration Statement, up to a maximum of 9%. In
the event the SEC establishes policy preventing the use of or prohibiting the
effectiveness of a registration statement, and the Registration Statement is
still pending with liquidated damages accruing, we shall be responsible for said
damages up to the date of the policy change. We have agreed to use our best
efforts to maintain the effectiveness of the registration statement until the
earlier of five years from October 30, 2006, the final closing date of the
Offering or until the Shares and Warrant Shares may be sold pursuant to
provisions of Rule 144(k) without volume limitations. Any registration costs
(other than costs of counsel to subscribers or commissions related to the sales
of the Shares and Warrant Shares) will be paid by us.

     In the event we seek to raise money on a capital raise transaction during
the period commencing on October 30, 2006 and terminating on the earlier of 24
months from that date or 12 months from the initial effective date of the
Registration Statement (the "Covered Period") and we sell shares of our Common
Stock or issue options or warrants at a price below $1.75 per share during the
Covered Period, the investors in the Offering will have the following
anti-dilution protection during the Covered Period:

          "Most Favored Nation Provision - Purchasers of Units sold by Ace
          Marketing during the Covered Period may elect at the time of each
          capital raise transaction by us to exchange their unsold Units
          multiplied by $105,000 per Unit in exchange for an equivalent amount
          of our securities offered in any new capital raise transaction based
          upon the new terms offered by us. A capital raise transaction shall
          not include the issuance of securities to officers, directors,
          employees, advisors or consultants or securities issued in connection
          with acquisitions, consolidations or mergers."


                            SELLING SECURITY HOLDERS

     The following table provides certain information with respect to the
selling security holders' beneficial ownership of our common stock as of October
31, 2006, and as adjusted to give effect to the sale of all of the shares
offered hereby. None of the selling security holders is an affiliate of Ace
Marketing, and none of them has had a material relationship with us during the
past three years. See "Plan of Distribution." The selling security holders
possess sole voting and investment power with respect to the securities shown.
Robert H. Marshall, a selling security holder, is affiliated with a
broker/dealer and is an underwriter. Mr. Marshall purchased his shares as an
investor and at the time of his purchase, he had no agreements or
understandings, directly or indirectly, with any person to distribute his
shares. Whether a shareholder beneficially owns a security is determined by Rule


                                       37




13d-3(a) of the Exchange Act. Rule 13d-3(a) provides that a beneficial owner
includes: "any person who, directly or indirectly, through any contract,
arrangement, understanding, relationship, or otherwise has or shares: (i).Voting
power which includes the power to vote, or to direct the voting of, such
security; and/or, (ii) Investment power which includes the power to dispose, or
to direct the disposition of, such security." Lastly, Rule 13d-3(a) provides
that a "person shall be deemed to be the beneficial owner of a security... if
that person has the right to acquire beneficial ownership of such security, as
defined in Rule 13d-3(a)...within sixty days, including but not limited to any
right to acquire...through the conversion of a security ...."


     
---------------------------------------------------------------------------------------------------
                                         SHARES           MAXIMUM       SHARES         % SHARES
                                      BENEFICIALLY        SHARES        OWNED        BENEFICIALLY
NAME OF EACH                           OWNED PRIOR      OFFERED IN      AFTER           OWNED
SELLING STOCKHOLDER                    TO OFFERING       OFFERING      OFFERING     BEFORE /AFTER
---------------------------------------------------------------------------------------------------
ROBERT H. MARSHALL                       90,000           90,000         -0-           1.1 / 0
---------------------------------------------------------------------------------------------------
KENNETH A. SEBREE                        45,000           45,000         -0-            * / 0
---------------------------------------------------------------------------------------------------
STERNE AGEE & LEACH INC. C/F             22,500           22,500         -0-            * / 0
FLORENCE NELSON ROTH IRA
---------------------------------------------------------------------------------------------------
STERNE AGEE & LEACH INC. C/F             45,000           45,000         -0-            * / 0
WENDELL FAIRBANKS IRA
---------------------------------------------------------------------------------------------------
WILLIAM KEY                              90,000           90,000         -0-           1.1 / 0
---------------------------------------------------------------------------------------------------
WILLIAM F. LOFTUS                        45,000           45,000         -0-            * / 0
---------------------------------------------------------------------------------------------------
LEON F. SOOTIN                           90,000           90,000         -0-           1.1 / 0
---------------------------------------------------------------------------------------------------
EUGENE GRENIER                           22,500           22,500         -0-            * / 0
---------------------------------------------------------------------------------------------------
FRANK AND LAURIE GRENIER JTWROS          22,500           22,500         -0-            * / 0
---------------------------------------------------------------------------------------------------
JEFFREY D. BARSKY                        45,000           45,000         -0-            * / 0
---------------------------------------------------------------------------------------------------
KURT & LAURA BOTHNER JTWROS              22,500           22,500         -0-            * / 0
---------------------------------------------------------------------------------------------------
MELVIN C. SANDERS                        90,000           90,000         -0-           1.1 / 0
---------------------------------------------------------------------------------------------------
KEVIN AND BRENDA NARCOMEY JTWROS         85,714           90,000         -0-           1.1 / 0
---------------------------------------------------------------------------------------------------
WILLIAM R. MARSH                         85,716           85,716         -0-           1.1 / 0
---------------------------------------------------------------------------------------------------
RICHARD J. AND JOAN M. BROWN JTWROS      45,000           45,000         -0-            * / 0
---------------------------------------------------------------------------------------------------
HAROLD E. AND CONNIE L. CROWLEY          45,000           45,000         -0-            * / 0
JTWROS
---------------------------------------------------------------------------------------------------
LOUISE E. REHLING TRUST                  21,429           21,429         -0-            * / 0
---------------------------------------------------------------------------------------------------
EDWARD FEIGHAN                           21,429           21,429         -0-            * / 0
---------------------------------------------------------------------------------------------------
DR. STANLEY RUBENSTEIN                   21,429           21,429         -0-            * / 0
---------------------------------------------------------------------------------------------------
PHD INVESTMENTS I LP                     21,429           21,429         -0-            * / 0
---------------------------------------------------------------------------------------------------
MICHAEL & DONNA SPLAIN JTWROS            22,715           22,715         -0-            * / 0
---------------------------------------------------------------------------------------------------
ALAN D. REIN                             22,500           22,500         -0-            * / 0
---------------------------------------------------------------------------------------------------
HANS-GUENTHER KLENK                      42,858           42,858         -0-            * / 0
---------------------------------------------------------------------------------------------------


                                       38




---------------------------------------------------------------------------------------------------
RAJESH / MANJUSHA RAMCHANDANI JTWROS     21,429           21,429         -0-            * / 0
---------------------------------------------------------------------------------------------------
JOHN & GEORGIA RENTOULIS JTWROS          22,500           22,500         -0-            * / 0
---------------------------------------------------------------------------------------------------
ERNO BODEK                               67,500           67,500         -0-            * / 0
---------------------------------------------------------------------------------------------------
GERALD HEUPEL                            21,429           21,429         -0-            * / 0
---------------------------------------------------------------------------------------------------
DAVID J. MCCOOEY                         90,000           90,000         -0-           1.1 / 0
---------------------------------------------------------------------------------------------------
ANDREAS TYPALDOS  FAMILY LTD.            45,000           45,000         -0-            * / 0
PARTNERSHIP
---------------------------------------------------------------------------------------------------
ELAINE FIELDS                            90,000           90,000         -0-           1.1 / 0
---------------------------------------------------------------------------------------------------


------------
*    Represents less than one percent of the total number of shares outstanding.
     The percentage beneficially owned is based upon the number of share
     outstanding before the offering, plus the number of shares issuable upon
     exercise of any warrants by the named selling security holder.

     We are registering shares for resale by the selling security holders in
accordance with the registration rights granted to the selling security holders.
We will pay the registration and filing fees, printing expenses, listing fees,
blue sky fees, if any, and fees and disbursements of our counsel in connection
with this offering, but the selling security holders will pay any underwriting
discounts, selling commissions and similar expenses relating to the sale of the
shares, as well as the fees and expenses of their counsel. In addition, we have
agreed to indemnify the selling security holders and certain affiliated parties,
against certain liabilities, including liabilities under the Securities Act, in
connection with the offering. Certain selling security holders have agreed to
indemnify us against certain losses. Insofar as indemnification for liabilities
under the Securities Act may be permitted to our directors or officers, or
persons controlling our company, we have been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.

     We will file a prospectus supplement to name any successors to any named
selling security holder who are able to use the prospectus to resell the
securities. All of the shares being registered for resale by the selling
security holders were acquired from us in a private placement transaction, which
is summarized under "Certain Transaction."

                              PLAN OF DISTRIBUTION

     Each Selling Security Holder of the common stock and any of their pledgees,
assignees and successors-in-interest may, from time to time, sell any or all of
their shares of common stock on the OTC Bulletin Board or any other stock
exchange, market or trading facility on which the shares are traded or in
private transactions. These sales may be at fixed or negotiated prices. A
Selling Security Holder may use any one or more of the following methods when
selling shares:

o    ordinary brokerage transactions and transactions in which the broker-dealer
     solicits purchasers;
o    block trades in which the broker-dealer will attempt to sell the shares as
     agent but may position and resell a portion of the block as principal to
     facilitate the transaction;
o    purchases by a broker-dealer as principal and resale by the broker-dealer
     for its account;
o    an exchange distribution in accordance with the rules of the applicable
     exchange;
o    privately negotiated transactions;
o    settlement of short sales entered into after the effective date of the
     registration statement of which this prospectus is a part;
o    broker-dealers may agree with the selling security holders to sell a
     specified number of such shares at a stipulated price per share;


                                       39




o    through the writing or settlement of options or other hedging transactions,
     whether through an options exchange or otherwise;
o    a combination of any such methods of sale; or
o    any other method permitted pursuant to applicable law.

     The selling security holders may also sell shares under Rule 144 under the
Securities Act of 1933, as amended, if available, rather than under this
prospectus.

     Broker-dealers engaged by the selling security holders may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive
commissions or discounts from the selling security holders (or, if any
broker-dealer acts as agent for the purchaser of shares, from the purchaser) in
amounts to be negotiated, but, except as set forth in a supplement to this
Prospectus, in the case of an agency transaction not in excess of a customary
brokerage commission in compliance with NASDR Rule 2440; and in the case of a
principal transaction a markup or markdown in compliance with NASDR IM-2440.

     In connection with the sale of the common stock or interests therein, the
selling security holders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The selling
security holders may also sell shares of the common stock short and deliver
these securities to close out their short positions, or loan or pledge the
common stock to broker-dealers that in turn may sell these securities. The
selling security holders may also enter into option or other transactions with
broker-dealers or other financial institutions or the creation of one or more
derivative securities which require the delivery to such broker-dealer or other
financial institution of shares offered by this prospectus, which shares such
broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).

     Robert Marshall is affiliated with a broker/dealer and is an underwriter.
Mr. Marshall purchased his shares and at the time of his purchase, he had no
agreements or understandings, directly or indirectly, with any person to
distribute his shares.

     All other selling security holders not named in the preceding paragraph and
any broker-dealers or agents that are involved in selling the shares on behalf
of all selling security holders may be deemed to be "underwriters" within the
meaning of the Securities Act in connection with such sales. In such event, any
commissions received by such broker-dealers or agents and any profit on the
resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each Selling Security Holder
has informed us that it does not have any written or oral agreement or
understanding, directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

     We are required to pay certain fees and expenses incurred by us incident to
the registration of the shares. We have agreed to indemnify the selling security
holders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.

     Because the selling security holder identified above is an underwriter and
other selling security holders may be deemed to be "underwriters" within the
meaning of the Securities Act, they will be subject to the prospectus delivery
requirements of the Securities Act including Rule 172 thereunder. In addition,
any securities covered by this prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than under
this prospectus. There is no firm or coordinating broker acting in connection
with the proposed sale of the resale shares by the selling security holders.

     We agreed to keep this prospectus effective until the earlier of (i) the
date on which the shares may be resold by the selling security holders without
registration and without regard to any volume limitations by reason of Rule
144(k) under the Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold pursuant to this prospectus or Rule 144 under the


                                       40




Securities Act or any other rule of similar effect. The resale shares will be
sold only through registered or licensed brokers or dealers if required under
applicable state securities laws. In addition, in certain states, the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.

     Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the resale shares may not simultaneously engage
in market making activities with respect to the common stock for the applicable
restricted period, as defined in Regulation M, prior to the commencement of the
distribution. In addition, the selling security holders will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and
sales of shares of the common stock by the selling security holders or any other
person. We will make copies of this prospectus available to the selling security
holders and have informed them of the need to deliver a copy of this prospectus
to each purchaser at or prior to the time of the sale (including by compliance
with Rule 172 under the Securities Act).



                                       41




                            DESCRIPTION OF SECURITIES

GENERAL

     Pursuant to our certificate of incorporation, we are authorized to issue up
to 25,000,000 shares of Common Stock, par value $.0001 per share and 5,000,000
shares of Preferred Stock, $.0001 par value. As of the date hereof, there were
8,028,363 shares of Common Stock issued and outstanding. There is currently no
Preferred Stock issued and outstanding.

     There are issued and outstanding Class A Warrants to purchase 737,000
shares of Common Stock, exercisable through January 3, 2007 at $2.00 per share,
Class B Warrants to purchase 100,000 shares, exercisable at $2.00 per share
through January 2, 2008 and Class C Warrants to purchase 475,788 shares,
exercisable at $1.75 per share through June 30, 2009. There are also outstanding
other unclassified warrants to purchase 100,000 shares, exercisable at $2.50 per
share through August 14, 2010 and unclassified warrants to purchase 95,160
shares, exercisable at $1.00 per share through June 30, 2011, which warrants
contain certain cashless exercise provisions. See "Outstanding Warrants."

     Holders of our Common Stock are entitled to one vote per share on all
matters to be voted upon by the stockholders and are not entitled to cumulative
voting for the election of directors. As a result, management of our company
who, in the aggregate hold a majority of shares, are able to elect all of the
directors standing for election and to control our company. Holders of Common
Stock are entitled to receive ratably such dividends, if any, as may be declared
from time to time by the board of directors out of funds legally available
therefore subject to the rights of preferred stockholders, if any. We do not
intend to pay any cash dividends on our Common Stock and anticipate reinvesting
our earnings, if any. In the event of liquidation, dissolution or winding up of
our company, the holders of our Common Stock are entitled to share ratably in
all assets remaining after payment of liabilities and the preferences of
Preferred Stockholders, if any. Shares of Common Stock have no preemptive,
conversion or other subscription rights. There are no redemption or sinking fund
provisions applicable to the Common Stock.

CLASS C WARRANTS

     Class C Warrants have the following terms and provisions:

     EXERCISE PRICE. Each Class C Warrant entitles the holder to a purchase
share of Common Stock at an exercise price of $1.75 per share, subject to
certain adjustments. The Class C Warrants may be exercised in whole or in part.

     EXERCISE PERIOD. The Class C Warrants are exercisable from the date of
issuance until the close of business on June 30, 2009 or the redemption date of
the Class C Warrants, whichever is earlier.

     REDEMPTION RIGHTS. Each Class C Warrant may be redeemed by us at a
redemption price of $.001 per Warrant, on at least 30 days prior written notice,
at anytime after the average closing sales price of our Common Stock as reported
in the Over-the-Counter Market OTC Electronic Bulletin Board, NASDAQ or if
listed on a national securities exchange, equals or exceeds $3.00 per share for
a period of 20 consecutive trading days ending within 10 days prior to the date
of the notice of redemption is mailed or otherwise delivered by the Company to
each holder of Class C Warrants.

OTHER OUTSTANDING WARRANTS

     Between March and October 2004, we issued Class A Warrants to purchase an
aggregate of 737,000 shares of our common stock at an exercise price of $2.00
per share. Each Class A Warrant is exercisable in whole or in part until the
close of business on January 3, 2007.


                                       42




     Between January and February 2005, we issued Class B Warrants to purchase
an aggregate of 100,000 shares of our common stock at an exercise price of $2.00
per share. Each Class B Warrant is exercisable in whole or in part until the
close of business on January 2, 2008.

     The Class A Warrants and Class B Warrants are not redeemable. The Class A
Warrants and Class B Warrants are subject to anti-dilution protection in the
event of stock dividends, stock splits, combinations and reclassifications.

     In August 2005, we granted a financial advisor unclassified warrants to
purchase 100,000 shares of our Common Stock exercisable through August 14, 2010
at $2.50 per share. These Warrants contain cashless exercise provisions and
subject to anti-dilution protection in the event of stock dividends, stock
splits, combinations, reclassifications and the like.

     In October 2006, we issued to Brookshire Securities Corporation warrants to
purchase 95,160 shares of Common Stock exercisable at $1.00 per share through
June 30, 2011. These warrants are subject to adjustment for stock splits, stock
dividends, combinations, reclassifications and the like and contain cashless
exercise provisions.

PREFERRED STOCK

     Our certificate of incorporation, as amended, authorizes us to issue
5,000,000 shares of preferred stock, $.0001 par value per share and to create
one or more series of preferred stock, and to designate the rights, privileges,
restrictions, preferences and limitations of any given series of preferred
stock. Accordingly, the board of directors may, without stockholder approval
issue shares of preferred stock with dividend, liquidation, conversion, voting
or other rights that could adversely affect the voting power or other rights of
the holders of our common stock. The preferred stock could also be issued to
discourage, control, although we have no present intent to issue any additional
series of our preferred stock. The board of directors' ability to issue
preferred stock serves as a traditional anti-takeover measure installed to
prevent obstacles to takeovers. This provision of our certificate of
incorporation makes it difficult for a majority shareholder to gain control of
us and, therefore, may be beneficial to our company's management and our board
in a hostile tender offer and may have an adverse impact on shareholders who may
want to participate in such a tender offer. Also, the issuance of preferred
stock with voting and conversion rights could materially and adversely affect
the voting power of the holders of the Common Stock and may have the effect of
delaying, deferring or preventing a change in control of our Company.


            INDEMNIFICATION DISCLOSURE FOR SECURITIES ACT LIABILITIES

     The New York Business Corporation Law contains provisions permitting and,
in some situations, requiring New York corporations to provide indemnification
to their officers and directors for losses and litigation expense incurred in
connection with their service to the corporation. Our articles and bylaws
contain provisions requiring our indemnification of our directors and officers
and other persons acting in their corporate capacities.

     We have entered into employment agreements with Dean L. Julia and Michael
D. Trepeta providing contractually for indemnification consistent with the
articles and bylaws. The New York Business Corporation Law also authorizes us to
purchase insurance for our directors and officers insuring them against risks as
to which we may be unable lawfully to indemnify them. We have obtained limited
insurance coverage for our officers and directors as well as insurance coverage
to reimburse us for potential costs of our corporate indemnification of officers
and directors.

     As far as exculpation or indemnification for liabilities arising under the
Securities Act of 1933 may be permitted for directors and officers and
controlling persons, we have been advised that in the opinion of the Securities
and Exchange Commission such exculpation or indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.


                                       43




                                     EXPERTS

The audited financial statements of Ace Marketing & Promotions, Inc. as of
December 31, 2005 and 2004 and for the years then ended were audited by Holtz
Rubenstein Reminick LLP, and are included herein in reliance upon the authority
of this firm as expert in accounting and auditing.

                                  LEGAL MATTERS

     The validity of the securities offered by this prospectus is being passed
upon for us by the law firm of Morse & Morse, PLLC, 1400 Old Country Road, Suite
302, Westbury, NY 11590. The law firm and its members own less than 1% of our
outstanding common stock.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

     At your request, we will provide you, without charge, a copy of any
exhibits to its registration statement. If you want more information, write or
call us at:

     Ace Marketing & Promotions, Inc.
     457 Rockaway Avenue
     Valley Stream, NY 11581
     Attn: Investor Relations
     Telephone:  (516) 256-7766

     Our fiscal year ends on December 31. We are a reporting company and file
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy any reports,
statements or other information we file at the SEC's public reference room in
Washington, D.C. You can receive copies of these documents, upon payment of a
duplicating fee, by writing to the SEC. Our SEC filings are also available to
the public on the SEC Internet site at http://www.sec.gov.

     You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from that,
which is contained in this prospectus. Each selling stockholder named herein
will be offering to sell shares of common stock only in jurisdictions where
offers and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the common stock.


                                       44




                                                                 ACE MARKETING &
                                                                PROMOTIONS, INC.


CONTENTS
================================================================================

--------------------------------------------------------------------------------


INDEX TO FINANCIAL STATEMENTS

  Report of Independent Registered Public Accounting Firm                F-1

  Balance Sheets as of December 31, 2005 and 2004                        F-2

  Statements of Operations for the years ended December 31, 2005
    and 2004                                                             F-3

  Statement of Stockholders' Equity for the two years ended
    December 31, 2005                                                    F-4

  Statements of Cash Flows for the years ended December 31, 2005
    and 2004                                                             F-5

  Notes to Financial Statements                                       F-6 - F-13

  Condensed Balance Sheet as of September 30, 2006 (unaudited)          F-14

  Condensed Statements of Operations for the three and nine months
   ended September 30, 2006 and 2005 (unaudited)                        F-15

  Condensed Statements of Cash Flows for the nine months
   ended September 30, 2006 and 2005 (unaudited)                        F-16

  Notes to Unaudited Condensed Financial Statements for the
   Nine months ended September 30, 2006 and 2005                     F-17 - F-20




                                       ii




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders
Ace Marketing & Promotions, Inc.

We have audited the accompanying balance sheets of Ace Marketing & Promotions,
Inc. for the years ended December 31, 2005 and 2004, and the related statements
of operations, stockholders' equity and cash flows for the years then ended.
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.

We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. 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 Ace Marketing & Promotions,
Inc. as of December 31, 2005 and 2004 and the results of its operations and its
cash flows for the years then ended, in conformity with accounting principles
generally accepted in the United States of America.



/s/ HOLTZ RUBENSTEIN REMINICK LLP

Melville, New York
March 1, 2006


                                      F-1




     

                                                                                       ACE MARKETING &
                                                                                      PROMOTIONS, INC.

BALANCE SHEETS
=======================================================================================================
DECEMBER 31,                                                              2005               2004
-------------------------------------------------------------------------------------------------------

ASSETS

Current Assets:
  Cash and cash equivalents                                            $   398,235       $   566,285
  Accounts receivable, net of allowance for doubtful accounts of
    $10,000 and $0 at December 31, 2005 and 2004, respectively             711,056           312,604
  Prepaid expenses and other current assets                                 41,282            68,407
                                                                       ------------------------------
Total Current Assets                                                     1,150,573           947,296

Property and Equipment, net                                                 21,100            15,680

Other Assets                                                                 5,492             3,135
                                                                       ------------------------------
Total Assets                                                           $ 1,177,165       $   966,111
                                                                       ==============================

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Note payable                                                         $        --       $    25,000
  Accounts payable                                                         355,475           183,653
  Accrued expenses                                                         125,485            92,212
  Customer deposits                                                         98,000                --
                                                                       ------------------------------
Total Current Liabilities                                                  578,960           300,865
                                                                       ------------------------------

Commitments and Contingencies

Stockholders' Equity:
  Preferred stock, $.0001 par value; 5,000,000 shares authorized;
    none issued                                                                 --                --
  Common stock, $.0001 par value; 25,000,000 shares authorized;
    5,888,076 and 5,757,000 shares issued and outstanding
    at December 31, 2005 and 2004, respectively                                589               576
  Additional paid-in capital                                             1,646,109         1,030,625
  Accumulated deficit                                                   (1,048,493)         (365,955)
                                                                       ------------------------------
Total Stockholders' Equity                                                 598,205           665,246
                                                                       ------------------------------
Total Liabilities and Stockholders' Equity                             $ 1,177,165       $   966,111
                                                                       ==============================


-----------------------------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.                                                                F-2




                                                                                                ACE MARKETING &
                                                                                               PROMOTIONS, INC.

STATEMENTS OF OPERATIONS
================================================================================================================
YEARS ENDED DECEMBER 31,                                                             2005              2004
----------------------------------------------------------------------------------------------------------------

Revenue, net                                                                      $ 3,422,665       $ 2,379,186
Cost of Revenue                                                                     2,324,185         1,688,248
                                                                                  ------------------------------
Gross Profit                                                                        1,098,480           690,938
                                                                                  ------------------------------

Operating Expenses:
  Selling (including stock based compensation of $17,533 and $0 for
    the years ended December 31, 2005 and 2004, respectively)                         461,233           292,034
  General and administrative (including stock based compensation of $471,888
    and $0 for the years ended December 31, 2005 and 2004, respectively)            1,315,477           552,540
                                                                                  ------------------------------
Total Operating Expenses                                                            1,776,710           844,574
                                                                                  ------------------------------

Loss from Operations                                                                 (678,230)         (153,636)
                                                                                  ------------------------------

Other Income (Expense):
  Interest expense                                                                     (4,532)           (3,609)
  Interest income                                                                         224                95
                                                                                  ------------------------------
Total Other Expenses                                                                   (4,308)           (3,514)
                                                                                  ------------------------------

Net Loss                                                                          $  (682,538)      $  (157,150)
                                                                                  ==============================

Net Loss Per Common Share:
  Basic                                                                           $     (0.12)      $     (0.03)
                                                                                  ==============================

  Diluted                                                                         $     (0.12)      $     (0.03)
                                                                                  ==============================

Weighted Average Common Shares Outstanding:
  Basic                                                                             5,880,531         5,426,389
                                                                                  ==============================

  Diluted                                                                           5,880,531         5,426,389
                                                                                  ==============================


----------------------------------------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.                                                                           F-3




                                                                                                            ACE MARKETING &
                                                                                                            PROMOTIONS, INC.

Statement of Stockholders' Equity
============================================================================================================================
YEARS ENDED DECEMBER 31, 2005 AND 2004
----------------------------------------------------------------------------------------------------------------------------


                                                 Total                Common Stock             Additional
                                             Stockholders'    ---------------------------        Paid-in
                                                Equity           Shares           Amount         Capital          (Deficit)
                                           ----------------------------------------------------------------------------------
Balance, January 1, 2004                    $   109,195         5,020,000      $       502      $   317,498      $  (208,805)
Securities Issued to Private
  Placement Investors, net                      713,201           737,000               74          713,127               --
Net Loss                                       (157,150)               --               --               --         (157,150)
                                            ---------------------------------------------------------------------------------
Balance at, December 31, 2004                   665,246         5,757,000              576        1,030,625         (365,955)
Conversion of Note Payable                       31,076            31,076                3           31,073               --
Securities Issued to Private
  Placement Investors, net                       95,000           100,000               10           94,990               --
Issuance of Stock Purchase Warrants
  for Services                                  455,000                --               --          455,000               --
Issuance of Stock Options for Services           34,421                --               --           34,421               --
Net Loss                                       (682,538)               --               --               --         (682,538)
                                            ---------------------------------------------------------------------------------
Balance at, December 31, 2005               $   598,205         5,888,076      $       589      $ 1,646,109      $(1,048,493)
                                            =================================================================================


-----------------------------------------------------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.                                                                                        F-4





                                                                      ACE MARKETING &
                                                                     PROMOTIONS, INC.

STATEMENTS OF CASH FLOWS
=====================================================================================
YEARS ENDED DECEMBER 31,                                      2005            2004
-------------------------------------------------------------------------------------

Cash Flows from Operating Activities:
  Net Loss                                                 $(682,538)      $(157,150)
                                                           --------------------------
  Adjustments to reconcile net loss to
    net cash used in operating activities:
      Depreciation and amortization                            5,590           6,019
      Allowance for doubtful accounts                         10,000              --
      Stock-based compensation                               489,421              --
      Changes in operating assets and liabilities:
        (Increase) decrease in operating assets:
          Accounts receivable                               (408,452)         (5,901)
          Prepaid expenses and other assets                   24,768          (4,286)
        (Decrease) increase in operating liabilities:
          Accounts payable and accrued expenses              211,171          (9,750)
          Customer deposits                                   98,000              --
                                                           --------------------------
  Total adjustments                                          430,498         (13,918)
                                                           --------------------------
Net Cash Used in Operating Activities                       (252,040)       (171,068)
                                                           --------------------------

Cash Flows from Investing Activities:
  Acquisition of property and equipment                      (11,010)        (14,273)
                                                           --------------------------
Net Cash Used in Investing Activities                        (11,010)        (14,273)
                                                           --------------------------

Cash Flows from Financing Activities:
  Proceeds from private placement                             95,000         713,201
  Payments on note payable                                        --         (16,300)
                                                           --------------------------
Net Cash Provided by Financing Activities                     95,000         696,901
                                                           --------------------------

Net (Decrease) Increase in Cash and Cash Equivalents        (168,050)        511,560
Cash and Cash Equivalents, beginning of year                 566,285          54,725
                                                           --------------------------
Cash and Cash Equivalents, end of year                     $ 398,235       $ 566,285
                                                           ==========================


-------------------------------------------------------------------------------------
SEE NOTES TO FINANCIAL STATEMENTS.                                                F-5





                                                                 ACE MARKETING &
                                                                PROMOTIONS, INC.

NOTES TO FINANCIAL STATEMENTS
================================================================================
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

     1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         NATURE OF OPERATIONS - Ace Marketing & Promotions, Inc. (the "Company")
         is a full service advertising specialties and promotional products
         company that distributes items typically with logos to large
         corporations, schools and universities, financial institutions and
         not-for-profit organizations. Specific categories of promotional
         products include advertising specialties, business gifts, incentives
         and awards, and premiums.

         REVENUE RECOGNITION - Revenue is recognized when title and risk of loss
         transfers to the customer and the earnings process is complete. In
         general, title passes to our customers upon the customer's receipt of
         the merchandise. Revenue is accounted for in accordance with Emerging
         Issue Task Force (EITF) Issue No. 99-19, "Reporting Revenue Gross as a
         Principal versus Net as an Agent". Revenue is recognized on a gross
         basis since the Company has the risks and rewards of ownership,
         latitude in selection of vendors and pricing, and bears all credit
         risk. Advance payments made by customers are included in customer
         deposits.

         The Company records all shipping and handling fees billed to customers
         as revenues, and related costs as cost of goods sold, when incurred, in
         accordance with EITF 00-10, "Accounting for Shipping and Handling Fees
         and Costs".

         ALLOWANCE FOR DOUBTFUL ACCOUNTS - Management must make estimates of the
         uncollectability of accounts receivable. Management specifically
         analyzes accounts receivable and analyzes historical bad debts,
         customer concentrations, customer credit-worthiness, current economic
         trends and changes in customer payment terms when evaluating the
         adequacy of the allowance for doubtful accounts.

         PROPERTY AND EQUIPMENT - Property and equipment are stated at cost.
         Depreciation is provided using the straight-line method over the
         estimated useful lives of the related assets. Leasehold improvements
         are being amortized using the straight-line method over the estimated
         useful lives of the related assets or the remaining term of the lease.
         The costs of additions and improvements, which substantially extend the
         useful life of a particular asset, are capitalized. Repair and
         maintenance costs are charged to expense. When assets are sold or
         otherwise disposed of, the cost and related accumulated depreciation
         are removed from the account and the gain or loss on disposition is
         reflected in operating income.

         COMPREHENSIVE INCOME (LOSS) - Comprehensive income (loss) refers to
         revenue, expenses, gains and losses that under generally accepted
         accounting principles are included in comprehensive income but are
         excluded from net income as these amounts are recorded directly as an
         adjustment to stockholders' equity. At December 31, 2005 and 2004,
         there were no such adjustments required.

         CONCENTRATION OF CREDIT RISK - Financial instruments, which potentially
         subject the Company to concentrations of credit risk, consist
         principally of trade receivables and cash and cash equivalents.

         Concentration of credit risk with respect to trade receivables is
         generally diversified due to the large number of entities comprising
         the Company's customer base and their dispersion across geographic
         areas principally within the United States. The Company routinely
         addresses the financial strength of its customers and, as a
         consequence, believes that its receivable credit risk exposure is
         limited.

         The Company places its temporary cash investments with high credit
         quality financial institutions. At times the Company maintains bank
         account balances, which exceed FDIC limits. The Company has not
         experienced any losses in such accounts and believes that it is not
         exposed to any significant credit risk on cash. Management does not
         believe significant credit risk exists at December 31, 2005 and 2004.

         CASH AND CASH EQUIVALENTS - The Company considers all highly liquid
         debt instruments with a maturity of three months or less, as well as
         bank money market accounts, to be cash equivalents.

--------------------------------------------------------------------------------
                                                                             F-6




                                                                 ACE MARKETING &
                                                                PROMOTIONS, INC.

NOTES TO FINANCIAL STATEMENTS
================================================================================
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

         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 contingent assets and liabilities at
         the date of the financial statements and the reported amounts of
         revenues and expenses during the reporting period. Actual results could
         differ from those estimates.

         NET INCOME PER SHARE - Basic net income per share is computed by
         dividing income available to common shareholders by the
         weighted-average number of common shares outstanding. Diluted earnings
         per share reflect, in periods in which they have a dilutive effect, the
         impact of common shares issuable upon exercise of stock options.

         ADVERTISING COSTS - Advertising costs are expensed as incurred.
         Advertising expense for the years ended December 31, 2005 and 2004
         approximated $6,100 and $600, respectively.

         STOCK-BASED COMPENSATION - The Company has adopted the disclosure
         provisions of SFAS No. 123, "Accounting for Stock-Based Compensation"
         (SFAS 123). In compliance with SFAS 123, the Company applies APB
         Opinion No. 25, "Accounting for Stock Issued to Employees", and related
         interpretations in accounting for its plans and does not recognize
         compensation expense for its employee stock-based compensation plans.
         The Company has also adopted the disclosure provisions of SFAS No. 148,
         "Accounting for Stock-Based Compensation - Transition and Disclosure".
         This pronouncement requires prominent disclosures in both annual and
         interim financial statements about the method of accounting for
         stock-based employee compensation and the effect of the method used on
         reporting results. If the Company had elected to recognize compensation
         expense based upon the fair value at the date of grant for awards under
         these plans, consistent with the methodology prescribed by SFAS 123,
         the Company's net loss and net loss per share as reported would be
         reduced for the years ended December 31, 2005 and 2004 to the pro forma
         amounts presented below:


         YEARS ENDED DECEMBER 31,                                                               2005               2004
         ----------------------------------------------------------------------------------------------------------------------
                                                                                                       
         Net Loss, as reported                                                           $         (682,538) $        (157,150)

         Add:       Stock based employee compensation expense included in reported net
                    loss                                                                                 --                 --

         Deduct:    Total stock based employee compensation expense determined under
                    fair value based method                                                        (219,135)                --
                                                                                         --------------------------------------

         Pro Forma Net Loss                                                              $         (901,673) $        (157,150)
                                                                                         ======================================

         Basic Loss Per Share:
           As reported                                                                   $             (.12) $            (.03)
                                                                                         ======================================
           Pro forma                                                                     $             (.15) $            (.03)
                                                                                         ======================================

         Diluted Loss Per Share:
           As reported                                                                   $             (.12) $            (.03)
                                                                                         ======================================
           Pro forma                                                                     $             (.15) $            (.03)
                                                                                         ======================================

--------------------------------------------------------------------------------
                                                                             F-7




                                                                 ACE MARKETING &
                                                                PROMOTIONS, INC.

NOTES TO FINANCIAL STATEMENTS
================================================================================
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

         The fair value of each option grant is estimated on the date of grant
         using the Black-Scholes option-pricing model. The following weighted
         average assumptions were used for grants during the years ended
         December 31:

                                                     2005               2004
         -----------------------------------------------------------------------

         Dividend Yield                                0.00%             n/a
         Volatility                                    7.17%             n/a
         Risk-Free Interest Rate                       2.82%             n/a
         Expected Life                            9.85 YEARS             n/a

         The Black-Scholes option valuation model was developed for use in
         estimating the fair value of traded options, which have no vesting
         restrictions and are fully transferable. In addition, option valuation
         models require the input of highly subjective assumptions including the
         expected stock price volatility. Because the Company's stock options
         have characteristics significantly different from those of traded
         options, and because changes in the subjective input assumptions can
         materially affect the fair value estimate, in management's opinion, the
         existing models do not necessarily provide a reliable single measure of
         the fair value of our stock options.

         INCOME TAXES - Deferred income taxes are recognized for temporary
         differences between financial statement and income tax basis of assets
         and liabilities for which income tax or tax benefits are expected to be
         realized in future years. A valuation allowance is established to
         reduce deferred tax assets if it is more likely than not that all, or
         some portion, of such deferred tax assets will not be realized. The
         effect on deferred taxes of a change in tax rates is recognized in
         income in the period that includes the enactment date.

         FAIR VALUE OF FINANCIAL INSTRUMENTS - In the opinion of management, the
         carrying value of all financial instruments, consisting primarily of
         cash and cash equivalents, accounts receivables and accounts payable,
         reflected in the accompanying balance sheet, approximates fair value as
         of December 31, 2005 and 2004, due to their short term nature.

         RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS - In December 2004, the
         Financial Accounting Standards Board ("FASB") issued Statement of
         Financial Accounting Standard ("SFAS") No. 123(R), "Accounting for
         Stock-Based Compensation". SFAS No. 123(R) establishes standards for
         the accounting for transactions in which an entity exchanges its equity
         instruments for goods or services. This statement focuses primarily on
         accounting for transactions in which an entity obtains employee
         services in share-based payment transactions. SFAS No. 123(R) requires
         that the fair value of such equity instruments be recognized as an
         expense in the historical financial statements as services are
         performed. Prior to SFAS No. 123(R), only certain pro forma disclosures
         of fair value were required. The provisions of this statement are
         effective for the first interim reporting period that begins after
         December 15, 2005. The Company will adopt the provisions of SFAS
         No.123(R) in the first quarter of Fiscal 2006.

         In March 2005, the SEC released Staff Accounting Bulletin No. 107,
         "Share-Based Payment" ("SAB 107"), which provides interpretive guidance
         related to the interaction between SFAS 123(R) and certain SEC rules
         and regulations. It also provides the SEC staff's views regarding
         valuation of share-based payment arrangements. In April 2005, the SEC
         amended the compliance dates for SFAS 123(R), to allow companies to
         implement the standard at the beginning of their next fiscal year,
         instead of the next reporting period beginning after June 15, 2005.
         Management is currently evaluating the impact SAB 107 will have on the
         Company's consolidated financial statements.

         On December 16, 2004, the FASB issued SFAS No. 153, "Exchange of
         Non-monetary Assets", an amendment of Accounting Principles Board
         ("APB") Opinion No. 29, which differed from the International
         Accounting Standards Board's ("IASB") method of accounting for
         exchanges of similar productive assets. Statement No. 153 replaces the
         exception from fair value measurement in APB No. 29, with a general

--------------------------------------------------------------------------------
                                                                             F-8




                                                                 ACE MARKETING &
                                                                PROMOTIONS, INC.

NOTES TO FINANCIAL STATEMENTS
================================================================================
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

         exception from fair value measurement for exchanges of non-monetary
         assets that do not have commercial substance. The statement is to be
         applied prospectively and was effective for non-monetary asset
         exchanges occurring in fiscal periods beginning after June 15, 2005.
         The adoption of SFAS No. 153 did not have a material impact on the
         Company's results of operations or cash flows.

         In December 2004, the FASB issued two FASB Staff Positions - FSP FAS
         109-1, Application of FASB Statement 109 "Accounting for Income Taxes"
         to the Tax Deduction on Qualified Production Activities Provided by the
         American Jobs Creation Act of 2004, and FSP FAS 109-2 Accounting and
         Disclosure Guidance for the Foreign Earnings Repatriation Provision
         within the American Jobs Creation Act of 2004. Neither of these
         affected the Company as it does not participate in the related
         activities.

         In March 2005, the FASB issued FASB Interpretation No. 47, "Accounting
         for Conditional Asset Retirement Obligations" ("FIN 47"). FIN 47
         provides guidance relating to the identification of and financial
         reporting for legal obligations to perform an asset retirement
         activity. The Interpretation requires recognition of a liability for
         the fair value of a conditional asset retirement obligation when
         incurred if the liability's fair value can be reasonably estimated. FIN
         47 also defines when an entity would have sufficient information to
         reasonably estimate the fair value of an asset retirement obligation.
         The provision is effective no later than the end of fiscal years ending
         after December 15, 2005. The Company will adopt FIN 47 beginning the
         first quarter of fiscal year 2006 and does not believe the adoption
         will have a material impact on its consolidated financial position or
         results of operations or cash flows.

         In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and
         Error Corrections". This new standard replaces APB Opinion No. 20,
         "Accounting Changes, and FASB Statement No. 3, Reporting Accounting
         Changes in Interim Financial Statements". Among other changes, SFAS No.
         154 requires that a voluntary change in accounting principle be applied
         retrospectively with all prior period financial statements presented on
         the new accounting principle, unless it is impracticable to do so. SFAS
         No. 154 also provides that (1) a change in method of depreciating or
         amortizing a long-lived non-financial asset be accounted for as a
         change in estimate (prospectively) that was effected by a change in
         accounting principle, and (2) correction of errors in previously issued
         financial statements should be termed a "restatement". The new standard
         is effective for accounting changes and correction of errors made in
         fiscal years beginning after December 15, 2005. Early adoption of this
         standard is permitted for accounting changes and correction of errors
         made in fiscal years beginning after June 1, 2005. The Company has
         evaluated the impact of the adoption of Statement 154 and does not
         believe the impact will be significant to the Company's overall results
         of operations or financial position.

     2.  PROPERTY AND EQUIPMENT, NET

         Property and equipment, net consist of the following at December 31:

                                                 USEFUL LIVES            2005             2004
         ---------------------------------------------------------------------------------------------
                                                                           
         Furniture and Fixtures                     5 years       $          47,844 $          42,603
         Leasehold Improvements                     5 years                   8,919             3,150
                                                                  ------------------------------------
                                                                             56,763            45,753
         Less Accumulated Depreciation                                       35,663            30,073
                                                                  ------------------------------------
                                                                  $          21,100 $          15,680
                                                                  ====================================


         Depreciation expense for the years ended December 31, 2005 and 2004 was
         $5,590 and $6,020, respectively.

--------------------------------------------------------------------------------
                                                                             F-9




                                                                 ACE MARKETING &
                                                                PROMOTIONS, INC.

NOTES TO FINANCIAL STATEMENTS
================================================================================
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------

     3.  NOTES PAYABLE

         Note payable to a stockholder in the original principal amount of
         $25,000, which bore interest at a rate of 10% per annum.

         Prior to the repayment of any of the principal and accrued interest,
         the holder converted the note into common stock of the Company at the
         conversion rate of $1.50 per share. On January 13, 2005, the Company
         agreed to convert the principal and accrued interest into common stock
         of the Company at a reduced conversion rate of $1.00 per share, which
         resulted in the issuance of 31,076 shares of common stock.

     4.  INCOME TAXES

         The provision for income taxes for the years ended December 31, 2005
         and 2004 is summarized as follows:

                                                     2005               2004
         --------------------------------------------------------------------------
                                                           
         Current:
           Federal                             $               -  $              -
           State                                               -                 -
                                               ------------------------------------
                                                               -                 -
                                               ------------------------------------
         Deferred:
           Federal                                             -                 -
           State                                               -                 -
                                               ------------------------------------
                                                               -                 -
                                               ------------------------------------
                                               $               -  $              -
                                               ====================================

         The Company has federal and state net operating loss carryforwards of
         approximately $494,000, which can be used to reduce future taxable
         income through 2025.

         The tax effects of temporary differences which give rise to deferred
         tax assets (liabilities) at December 31, are summarized as follows:

                                                      2005               2004
         ----------------------------------------------------------------------------

         Deferred Tax Assets:
           Net operating loss carryforwards     $         198,000 $         126,000
           Stock based compensation                       196,000                 -
           Allowance for doubtful accounts                  4,000                 -
                                                -------------------------------------
         Deferred Tax Assets                              398,000           126,000
         Less Valuation Allowance                         398,000           126,000
                                                -------------------------------------
         Net Deferred Tax Asset                 $               - $               -
                                                =====================================


--------------------------------------------------------------------------------
                                                                            F-10




                                                                 ACE MARKETING &
                                                                PROMOTIONS, INC.

NOTES TO FINANCIAL STATEMENTS
================================================================================
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------


         A reconciliation of the federal statutory rate to the Company's
         effective tax rate is as follows:

         YEARS ENDED DECEMBER 31,                        2005          2004
         -----------------------------------------------------------------------

         Federal Statutory Tax Rate                    34.00%         34.00%
         State Taxes, net of federal benefit            6.00%          6.00%
         Change in Valuation Allowance                (40.00%)       (40.00%)
                                                     ---------------------------
         Total Tax Expense                              0.00%          0.00%
                                                     ===========================

     5.  STOCKHOLDERS' EQUITY

         CAPITALIZATION - On February 9, 2005, the stockholders approved an
         amendment to the Company's Certificate of Incorporation to (i) increase
         the authorized shares of Common Stock from 22,000,000 shares to
         25,000,000; par value $.0001; and (ii) create 5,000,000 shares of
         Preferred Stock, $.0001 par value. The Board of Directors has the
         authority to issue shares of Preferred Stock from time to time and to
         fix such rights, preferences and privileges of such issuances.

         PRIVATE PLACEMENT OF SECURITIES - During Fiscal 2004, the Company sold
         through a private placement, 14.74 units (each consisting of 50,000
         common shares and 50,000 Class A Warrants) at a purchase price of
         $50,000 per unit for net proceeds of $713,200, net of closing costs of
         approximately $23,800. Each Class A Warrant has an exercise price of
         $2.00 and was to expire on January 2, 2006. On February 28, 2006, the
         Company extended the expiration date of the Class A Warrants to July 1,
         2006.

         During Fiscal 2005, the Company completed a private placement through
         the sale of 10 units (each consisting of 10,000 common shares and
         10,000 Class B Warrants) at a purchase price of $10,000 per unit for
         net proceeds of $95,000, net of transaction cost of approximately
         $5,000. Each Class B Warrant has an exercise price of $2.00 and expires
         on January 2, 2008.

         WARRANTS - On June 10, 2005 the Company entered into a consulting
         agreement with a financial advisory firm. In connection with this
         agreement, the Company granted a warrant for the purchase of 1,100,000
         shares of the Company's common stock. The warrant has an exercise price
         of $.10 per share and expires on June 10, 2010. In connection with this
         grant, the Company recorded a charge of $451,000, which is included in
         general and administrative expenses. On February 27, 2006, the holder
         exercised the warrants utilizing the cashless exercise provision and
         received 1,029,032 shares of common stock in exchange for the exercise
         of the 1,100,000 warrants based on the closing price of $1.55 of the
         Company's stock on that date.

         On September 26, 2005 the Company entered into a consulting agreement
         with a financial advisory firm. In connection with this agreement, the
         Company granted a warrant for the purchase of 100,000 shares of the
         Company's common stock. The warrant has an exercise price of $2.50 per
         share and expires on August 14, 2010. In connection with this grant,
         the Company recorded a charge of $4,000, which is included in general
         and administrative expenses.

         STOCK OPTION PLAN - During Fiscal 2005, the Company established, and
         the stockholders approved, an Employee Benefit and Consulting Services
         Compensation Plan (the "Plan") for the granting of up to 2,000,000
         non-statutory and incentive stock options and stock awards to
         directors, officers, consultants and key employees of the Company. On
         June 9, 2005, the Board of Directors amended the Plan to increase the
         number of stock options and awards to be granted under the Plan to
         4,000,000.

--------------------------------------------------------------------------------
                                                                            F-11




                                                                 ACE MARKETING &
                                                                PROMOTIONS, INC.

NOTES TO FINANCIAL STATEMENTS
================================================================================
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------


     

         Additional information with respect to the Plan is as follows:

         YEARS ENDED DECEMBER 31,                                2005                                 2004
         -----------------------------------------------------------------------------------------------------------------
                                                                       WEIGHTED                             Weighted
                                                                        AVERAGE                              Average
                                                                       EXERCISE                             Exercise
         Fixed Stock Options                           SHARE             PRICE             Share              Price
         -----------------------------------------------------------------------------------------------------------------

         Outstanding, beginning of year                         -  $          -                     -     $          -
         Granted                                        3,112,000             1.04                  -                -
         Forfeited                                       (335,000)            1.00                  -                -
                                                 ------------------                  -------------------
         Outstanding, end of year                       2,777,000  $          1.05                  -     $          -
                                                 ==================                  ===================

         Options exercisable, end of year                 887,800  $          1.05                  -     $          -
                                                 ==================                  ===================

         Weighted-Average Fair Values of
            Options Granted During Year                            $           .20                        $          -
                                                                   ==================                     ==================


         The following table summarizes information about stock options
         outstanding at December 31, 2005:

                                              Options Outstanding                                 Options Exercisable
                            ---------------------------------------------------------    --------------------------------------
                                                     Weighted
                                                     Average            Weighted                                 Weighted
                                                    Remaining           Average                                  Average
                                  Number           Contractual         Exercise               Number             Exercise
           Exercise Price      Outstanding            Life               Price              Outstanding           Price
         ----------------------------------------------------------------------------    --------------------------------------

                   $1.00        2,157,000             5.69 yrs.          $1.00                  665,800           $1.00
            $1.20 - 1.25          620,000             8.13 yrs.          $1.22                  222,000           $1.20


         COMMON SHARES RESERVED

         Warrants                                                     2,037,000
                                                              ==================

         Stock Option Plan                                            4,000,000
                                                              ==================

     6.  COMMITMENTS AND CONTINGENCIES

         LEASE COMMITMENTS - The Company leases office space under a
         non-cancelable operating lease, which expires in November 2007. The
         Company is currently leasing additional office space on a
         month-to-month basis. The Company leased additional office space under
         a non-cancelable operating lease, which expires on November 30, 2007.
         Minimum future rentals under non-cancelable lease commitments are as
         follows:

         YEARS ENDING DECEMBER 31,
         -----------------------------------------------------------------------

         2006                                                  $          13,000
         2007                                                             12,400


--------------------------------------------------------------------------------
                                                                            F-12




                                                                 ACE MARKETING &
                                                                PROMOTIONS, INC.

NOTES TO FINANCIAL STATEMENTS
================================================================================
YEARS ENDED DECEMBER 31, 2005 AND 2004
--------------------------------------------------------------------------------


         Rent expense was approximately $45,000 and $43,000 for the years
         December 31, 2005 and 2004, respectively.

         EMPLOYMENT CONTRACTS - On March 1, 2005, the Company entered into
         employment contracts with two of its officers. The employment
         agreements provide for minimum annual salaries plus bonuses equal to 5%
         of pre-tax earnings (as defined) and other perquisites commonly found
         in such agreements. In addition, pursuant to the employment contracts,
         the Company granted the officers options to purchase up to an aggregate
         of 400,000 shares of common stock. The employment agreements expire on
         March 1, 2008, and are renewable for a two year period. Minimum
         aggregate future commitments under the employment contracts is as
         follows:

         YEARS ENDING DECEMBER 31,
         -----------------------------------------------------------------------

         2006                                                  $         328,000
         2007                                                            376,000
         2008                                                             64,000

     7.  TRANSACTIONS WITH MAJOR CUSTOMERS

         The Company sells its products to a geographically diverse group of
         customers, performs ongoing credit evaluations of its customers and
         generally does not require collateral.

         For each of the years ended December 31, 2005 and 2004, a customer
         accounted for approximately 15% and 9% of net revenues, respectively.
         Aggregate revenues from these customers are dispersed among many
         different franchises and storefront locations.

     8.  RELATED PARTY TRANSACTIONS

         The Company purchased merchandise with a cost of approximately $10,000
         and $20,000 for the years ended December 31, 2005 and 2004,
         respectively from an entity that is owned by an individual related to
         one of the officers of the Company.

     9.  SUPPLEMENTARY INFORMATION - STATEMENT OF CASH FLOWS

         Cash paid during the years for:

         YEARS ENDED DECEMBER 31,                 2005              2004
         -----------------------------------------------------------------------

         Interest                          $           7,066  $               -
                                           =====================================

         Income Taxes                      $               -  $               -
                                           =====================================

         During the year ended December 31, 2005, the Company issued 31,076
         shares of common stock with a value of $31,076 in connection with a
         conversion of a note payable.


--------------------------------------------------------------------------------
                                                                            F-13





     
                                                         ACE MARKETING & PROMOTIONS, INC.

CONDENSED BALANCE SHEET (UNAUDITED)
-----------------------------------------------------------------------------------------
SEPTEMBER 30, 2006
-----------------------------------------------------------------------------------------

ASSETS

Current Assets:
   Cash and cash equivalents                                                  $ 1,299,928
   Accounts receivable, net of allowance for doubtful accounts of $10,000         772,455
   Prepaid expenses and other current assets                                       89,901
                                                                              -----------
Total Current Assets                                                            2,162,284

Property and Equipment, net                                                        17,949
Other Assets                                                                        5,492
                                                                              -----------
Total Assets                                                                  $ 2,185,725
                                                                              ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
   Accounts payable                                                           $   439,802
   Accrued expenses                                                               114,680
                                                                              -----------
Total Current Liabilities                                                         554,482
                                                                              -----------

Commitments and Contingencies

Stockholders' Equity:
   Common stock, $.0001 par value; 25,000,000 shares
     authorized 7,838,683 shares issued and outstanding                               784
   Preferred stock $.0001 par value: 500,000 shares
     authorized no shares outstanding                                                  --
   Additional paid-in capital                                                   2,933,719
   Accumulated deficit                                                         (1,303,260)
                                                                              -----------
Total Stockholders' Equity                                                      1,631,243
                                                                              -----------
Total Liabilities and Stockholders' Equity                                    $ 2,185,725
                                                                              ===========


-----------------------------------------------------------------------------------------
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.


                                      F-14




                                                                                  ACE MARKETING & PROMOTIONS, INC.

CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
------------------------------------------------------------------------------------------------------------------
                                                         THREE MONTHS ENDED               NINE MONTHS ENDED
                                                            SEPTEMBER 30,                    SEPTEMBER 30,
                                                        2006             2005            2006             2005
------------------------------------------------------------------------------------------------------------------

Revenues, net                                       $ 1,357,655      $   750,957      $ 3,521,251      $ 2,300,150
Cost of Revenues                                        918,632          477,466        2,448,096        1,518,185
                                                    -----------      -----------      -----------      -----------
   Gross Profit                                         439,023          273,491        1,073,155          781,965
                                                    -----------      -----------      -----------      -----------

Operating Expenses:
   Selling, general and administrative expenses         459,791          313,066        1,330,275        1,310,147
                                                    -----------      -----------      -----------      -----------
Total Operating Expenses                                459,791          313,066        1,330,275        1,310,147
                                                    -----------      -----------      -----------      -----------

Net (Loss) from Operations                              (20,768)         (39,575)        (257,120)        (528,182)
                                                    -----------      -----------      -----------      -----------

Other Income (Expense):
   Interest expense                                          --               --               --           (4,532)
   Interest income                                        1,482               12            2,353              133
                                                    -----------      -----------      -----------      -----------
Total Other Income (Expense)                              1,482               12            2,353           (4,399)
                                                    -----------      -----------      -----------      -----------

 (Loss) Before Provision for Income Taxes               (19,286)         (39,563)        (254,767)        (532,581)

Provision for Income Taxes                                   --               --               --               --
                                                    -----------      -----------      -----------      -----------

Net Income (Loss)                                   $   (19,286)     $   (39,563)     $  (254,767)     $  (532,581)
                                                    ===========      ===========      ===========      ===========

Net Loss Per Common Share:

   Basic                                            $     (0.00)     $     (0.01)     $     (0.04)     $     (0.09)
                                                    ===========      ===========      ===========      ===========

   Diluted                                          $     (0.00)     $     (0.01)     $     (0.04)     $     (0.09)
                                                    ===========      ===========      ===========      ===========

Weighted Average Common Shares Outstanding:

   Basic                                              7,389,442        5,888,076        6,859,859        5,877,988
                                                    ===========      ===========      ===========      ===========

   Diluted                                            7,389,442        5,888,076        6,859,859        5,877,988
                                                    ===========      ===========      ===========      ===========


------------------------------------------------------------------------------------------------------------------
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.


                                      F-15




                                                      ACE MARKETING & PROMOTIONS, INC.

CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------------
NINE MONTHS ENDED SEPTEMBER 30,                              2006             2005
--------------------------------------------------------------------------------------

Cash Flows from Operating Activities:
   Net loss                                              $  (254,767)     $  (532,581)
                                                         -----------      -----------
Adjustments to reconcile net loss to net cash
  used in operating activities:
   Depreciation and amortization                               3,151            3,913
   Stock-based payments                                       87,135          481,786
   Changes in operating assets and liabilities:
      (Increase) decrease in operating assets:
         Accounts receivable                                 (61,399)         (29,057)
         Prepaid expenses and other assets                   (48,619)          31,144
      Increase (decrease) in operating liabilities:
         Accounts payable and accrued expenses                73,522          (77,761)
         Customer deposits                                   (98,000)              --
                                                         -----------      -----------
   Total adjustments                                         (44,210)         410,025
                                                         -----------      -----------
Net Cash Used in Operating Activities                       (298,977)        (122,556)
                                                         -----------      -----------

Cash Flows from Financing Activities:
   Proceeds from private placement, net                    1,200,670          126,076
   Payment on notes payable                                       --          (25,000)
                                                         -----------      -----------
Net Cash Provided by Financing Activities                  1,200,670          101,076
                                                         -----------      -----------

Net Increase (Decrease) in Cash and Cash Equivalents         901,693          (21,480)
Cash and Cash Equivalents, beginning of period               398,235          566,285
                                                         -----------      -----------
Cash and Cash Equivalents, end of period                 $ 1,299,928      $   544,805
                                                         ===========      ===========


-------------------------------------------------------------------------------------
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.


                                      F-16





                        ACE MARKETING & PROMOTIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                   (UNAUDITED)

The Condensed Balance Sheet as of September 30, 2006, the Condensed Statements
of Operations for the three and nine months ended September 30, 2006 and 2005
and the Condensed Statements of Cash Flows for the nine months ended September
30, 2006 and 2005 have been prepared by us without audit. In our opinion, the
accompanying unaudited condensed financial statements contain all adjustments
necessary to present fairly in all material respects our financial position as
of September 30, 2006, results of operations for the three and nine months ended
September 30, 2006 and 2005 and cash flows for the nine months ended September
30, 2006 and 2005.

This report should be read in conjunction with our Form 10-KSB for our fiscal
year ended December 31, 2005.

The results of operations and cash flows for the nine months ended September 30,
2006 are not necessarily indicative of the results to be expected for the full
year.

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition - Revenue is recognized when title and risk of loss
transfers to the customer and the earnings process is complete. In general,
title passes to our customers upon the customer's receipt of the merchandise.
Revenue is accounted for in accordance with Emerging Issue Task Force (EITF)
Issue No. 99-19, "Reporting Revenue Gross as a Principal versus Net as an
Agent." Revenue is recognized on a gross basis since the Company has the risks
and rewards of ownership, latitude in selection of vendors and pricing, and
bears all credit risk.

The Company records all shipping and handling fees billed to customers as
revenues, and related costs as cost of goods sold, when incurred, in accordance
with EITF 00-10, "Accounting for Shipping and Handling Fees and Costs."

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 contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.


                                      F-17




                        ACE MARKETING & PROMOTIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                   (UNAUDITED)

2.   EARNINGS PER SHARE

Basic earnings per common share are computed by dividing net income by the
weighted average number of shares of common stock outstanding during the period.
Dilutive earnings per share gives effect to stock options and warrants, which
are considered to be dilutive common stock equivalents. Basic loss per common
share was computed by dividing net loss by the weighted average number of shares
of common stock outstanding. Diluted loss per common share does not give effect
to the impact of options because their effect would have been anti-dilutive.

3.   STOCK COMPENSATION

During Fiscal 2005, the Company established, and the stockholders approved, an
Employee Benefit and Consulting Services Compensation Plan (the "Plan") for the
granting of up to 2,000,000 non-statutory and incentive stock options and stock
awards to directors, officers, consultants and key employees of the Company. On
June 9, 2005, the Board of Directors amended the Plan to increase the number of
stock options and awards to be granted under the Plan to 4,000,000.

All stock options under the Plan are granted at or above the fair market value
of the common stock at the grant date. Employee and non-employee stock options
vest over varying periods and generally expire either 5 or 10 years from the
grant date.

Effective January 1, 2006, the Company's Plan is accounted for in accordance
with the recognition and measurement provisions of Statement of Financial
Accounting Standards ("FAS") No. 123 (revised 2004), Share-Based Payment ("FAS
123(R)"), which replaces FAS No. 123, Accounting for Stock-Based Compensation,
and supersedes Accounting Principles Board Opinion ("APB") No. 25, Accounting
for Stock Issued to Employees, and related interpretations. FAS 123 (R) requires
compensation costs related to share-based payment transactions, including
employee stock options, to be recognized in the financial statements. In
addition, the Company adheres to the guidance set forth within Securities and
Exchange Commission ("SEC") Staff Accounting Bulletin ("SAB") No. 107, which
provides the Staff's views regarding the interaction between SFAS No. 123(R) and
certain SEC rules and regulations and provides interpretations with respect to
the valuation of share-based payments for public companies.

Prior to January 1, 2006, the Company accounted for similar transactions in
accordance with APB No. 25 which employed the intrinsic value method of
measuring compensation cost. Accordingly, compensation expense was not
recognized for fixed stock options if the exercise price of the option equaled
or exceeded the fair value of the underlying stock at the grant date.

While FAS No. 123 encouraged recognition of the fair value of all stock-based
awards on the date of grant as expense over the vesting period, companies were
permitted to continue to apply the intrinsic value-based method of accounting
prescribed by APB No. 25 and disclose certain pro-forma amounts as if the fair
value approach of SFAS No. 123 had been applied. In December 2002, FAS No. 148,
Accounting for Stock-Based Compensation-Transition and Disclosure, an amendment
of SFAS No. 123, was issued, which, in addition to providing alternative methods
of transition for a voluntary change to the fair value method of accounting for
stock-based employee compensation, required more prominent pro-forma disclosures
in both the annual and interim financial statements. The Company complied with
these disclosure requirements for all applicable periods prior to January 1,
2006.

In adopting FAS 123(R), the Company applied the modified prospective approach to
transition. Under the modified prospective approach, the provisions of FAS 123
(R) are to be applied to new awards and to awards modified, repurchased, or
cancelled after the required effective date. Additionally, compensation cost for
the portion of awards for which the requisite service has not been rendered that
are outstanding as of the required effective date shall be recognized as the
requisite service is rendered on or after the required effective date. The
compensation cost for that portion of awards shall be based on the grant-date
fair value of those awards as calculated for either recognition or pro-forma
disclosures under FAS 123.

As a result of the adoption of FAS 123 (R), the Company's results for the three
and nine month period ended September 30, 2006 include employee share-based
compensation expense totaling approximately $12,000 and $37,000, respectively.
Such amounts have been included in the Condensed Consolidated Statements of
Operations within selling, general and administrative expenses. No income tax
benefit has been recognized in the statement of operations for share-based
compensation arrangements due to a history of operating losses. Stock
compensation expense recorded under APB No. 25 in the Consolidated Statements of
Operations for the three and nine months ended September 30, 2005 totaled $0 and
$0 respectively.


                                      F-18




                        ACE MARKETING & PROMOTIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                   (UNAUDITED)


The fair value of options at the date of grant was estimated using the
Black-Scholes option pricing model. For option grants in Fiscal 2006, the
Company will take into consideration guidance under SFAS 123R and SEC Staff
Accounting Bulletin No. 107 (SAB 107) when reviewing and updating assumptions.
The expected volatility is based upon historical volatility of our stock and
other contributing factors. The expected term is based upon observation of
actual time elapsed between date of grant and exercise of options for all
employees. Previously such assumptions were determined based on historical data.

The weighted average assumptions made in calculating the fair values of options
granted during the three and nine months ended September 30, 2006 and 2005 are
as follows:

                            Three Months Ended      Nine Months Ended
                              September 30,           September 30,
                             2006       2005        2006        2005
                           --------   --------    --------    --------
                                     Pro forma               Pro Forma

Expected volatility               -      25.00%       25.0%       1.00%
Expected dividend yield           -          -           -           -
Risk-free interest rate           -       3.49%       5.02%       2.41%
Expected term (in years)          -       5.00        5.00        9.79

Fair Values                       -   $   0.20    $   0.34    $   0.16

The following table addresses the additional disclosure requirements of 123(R)
in the period of adoption. The table illustrates the effect on net income and
earnings per share as if the fair value recognition provisions of FAS No. 123
had been applied to all outstanding and unvested awards in the prior year
comparable period.

                                                Three Months    Nine Months
                                                    Ended          Ended
                                                September 30,  September 30,
                                                    2005            2005
                                                 -----------    -----------
Net loss, as reported                            $   (39,563)   $  (532,581)

Deduct: Total stock based compensation
expense determined under the fair value
based method for all awards (no tax effect)                0       (181,939)
                                                 -----------    -----------

Pro forma net loss                               $   (39,563)   $  (714,520)
                                                 ===========    ===========

Net income per share:
 Basic - as reported                             $     (0.01)   $     (0.09)
 Basic - pro forma                               $     (0.01)   $     (0.12)

 Diluted - as reported                           $     (0.01)   $     (0.09)
 Diluted - pro forma                             $     (0.01)   $     (0.12)


The following table represents our stock options granted, exercised, and
forfeited during the quarter ended September 30, 2006:


     
                                                                         Weighted
                                                         Weighted        Average
                                                          Average       Remaining      Aggregate
                                                         Exercise      Contractual     Intrinsic
                                           Share           Price           Term          Value
--------------------------------------------------------------------------------------------------
Outstanding, beginning of year           2,777,000      $    1.05
Granted                                    182,000           2.09
Exercised                                  (37,778)          1.00
Forfeited                               (1,000,000)          1.00
                                      --------------
Outstanding, end of quarter              1,921,222      $    1.17          6.13       $ 2,077,000
                                      ==============

Options exercisable, end of quarter      1,130,464      $    1.07          7.14       $ 1,338,000
                                      ==============


On May 31, 2006, an option holder exercised 37,778 options utilizing the
cashless exercise provisions and received 20,000 shares of common stock. The
options were exercisable at $1.00 per share with a fair market value of $2.125
per share on the date of exercise.


                                      F-19




                        ACE MARKETING & PROMOTIONS, INC.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                  NINE MONTHS ENDED SEPTEMBER 30, 2006 AND 2005
                                   (UNAUDITED)


4.   CONSULTING AGREEMENT

On June 10, 2005 the Company entered into a consulting agreement with a
financial advisory firm. In connection with this agreement, the Company granted
a warrant for the purchase of 1,100,000 shares of the Company's common stock
containing cashless exercise provisions. The warrant was exercisable at $.10 per
share and would have expired on June 10, 2010. On February 27, 2006, the holder
exercised the warrants utilizing the cashless exercise provision and received
1,029,032 shares of common stock in exchange for the exercise of the 1,100,000
warrants based on the closing price of $1.55 of the Company's stock on that
date.

5.   PRIVATE PLACEMENT

During the nine months ended September 30, 2006 the Company raised proceeds of
$1,200,670 (net of expenses of $202,080) from the sale of 13.36 Units. Each Unit
consisted of 60,000 shares of the Company's Common Stock and Class C Warrants to
purchase 30,000 shares of Common Stock at an offering price of $105,000 per
Unit. The Class C Warrants are exercisable at $1.75 per share at anytime from
the date of issuance through the earlier of June 30, 2009 or the redemption date
of the Class C Warrants, whichever is earlier. In addition, through September
30, 2006, the Company issued 100,000 shares to the placement agent in connection
with the offering.

In connection with the offering, the Company granted 50,000 ten year non
statutory stock options to a law firm for legal services The options have an
exercise price of $0.10 per share and have been valued at $95,000 and were
netted against the proceeds of the offering at September 30, 2006.

6.   RELATED PARTY TRANSACTION

On April 10, 2006, the Company granted 40,000 five year non statutory stock
options to an entity controlled by two of the officers of the Company, for the
purchase of an email list of promotional products professionals and an industry
specific search engine. The officers of the Company have waived their right to
receive any benefit from the option grant, and the options were granted in the
name of the minority shareholders of the related entity. The options have an
exercise price of $2.50 per share and the email list and search engine were
expensed and have been valued at approximately $18,000, which is included in
general and administrative expenses for the period ended September 30, 2006.

7.   MAJOR CUSTOMER

For the nine months ended September 30, 2006, sales from one customer
approximated 26.7% of total sales.


                                      F-20




                PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

The New York Business Corporation Law contains provisions permitting and, in
some situations, requiring New York corporations to provide indemnification to
their officers and directors for losses and litigation expense incurred in
connection with their service to the corporation. Our articles and bylaws
contain provisions requiring our indemnification of our directors and officers
and other persons acting in their corporate capacities.

     We have entered into employment agreements with Dean L. Julia and Michael
D. Trepeta providing contractually for indemnification consistent with the
articles and bylaws. The New York Business Corporation Law also authorizes us to
purchase insurance for our directors and officers insuring them against risks as
to which we may be unable lawfully to indemnify them. We have obtained limited
insurance coverage for our officers and directors as well as insurance coverage
to reimburse us for potential costs of our corporate indemnification of officers
and directors.

     As far as exculpation or indemnification for liabilities arising under the
Securities Act of 1933 may be permitted for directors and officers and
controlling persons, we have been advised that in the opinion of the Securities
and Exchange Commission such exculpation or indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.

                   OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The estimated expenses in connection with the issuance and distribution of the
securities being registered, other than underwriting compensation, are:

     SEC filing fee for Registration Statement:                 $   300

     Legal and Accounting Fees                                   30,000

     Miscellaneous                                                9,700
                                                                -------
     Total:                                                     $40,000
                                                                =======

All of the expenses above have been or will be paid by the Company.

                     RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information regarding the issuance and sales of securities of
the Company without registration within the past three fiscal years.


     
----------------------------------------------------------------------------------------------------------------------
                                                 CONSIDERATION RECEIVED
                                                 AND DESCRIPTION OF
                                                 UNDERWRITING OR OTHER
                                                 DISCOUNTS TO MARKET                           IF OPTION, WARRANT OR
                                                 PRICE OR CONVERTIBLE      EXEMPTION FROM      CONVERTIBLE SECURITY,
               TITLE OF          NUMBER          SECURITY, AFFORDED TO     REGISTRATION        TERMS OF EXERCISE OR
DATE OF SALE   SECURITY          SOLD            PURCHASERS                CLAIMED             CONVERSION
----------------------------------------------------------------------------------------------------------------------
July  -        Common Stock      951,575         $1,665,250 received,      Rule 506 of         Warrants to purchase
October, 2006                    Shares,         $209,830 paid             Regulation D;       95,160 shares issued
                                 475,788         to placement agent        A Form D was        to the placement
                                 Warrants        and its counsel.          Filed.              agent, which are
                                 issued to                                                     exercisable at $1.00
                                 investors;                                                    per share through
                                 139,680                                                       June 30,2011. Class C
                                 shares and                                                    warrants issued to
                                 95,160                                                        investors are
                                 warrants                                                      exercisable at $1.75
                                 issued to the                                                 per share and expire
                                 Placement                                                     on June30 2009.
                                 agent
----------------------------------------------------------------------------------------------------------------------



                                       45





     
----------------------------------------------------------------------------------------------------------------------
April 2006     Common stock      50,000 shares   Services rendered; no     Section 4(2). A     Options exercisable
               underlying                        commissions paid          restrictive         at $.10 per share;
               options                                                     legend appears on   expire April 25,
                                                                           each certificate    2016; contain
                                                                                               cashless exercise
                                                                                               provisions.
----------------------------------------------------------------------------------------------------------------------
Jan. 2005      Common Stock      600,000         For services rendered -   Section 4(2) -      Options exercisable
               Options           Options         no other consideration    granted to          at $1.00 per share;
                                                 received; no              officers,           immediately
                                                 commissions paid.         directors and       exercisable; expire
                                                                           legal counsel       Jan. 2015; contain
                                                                           under our 2005      cashless exercise
                                                                           Incentive Plan.     provisions.
                                                                           Each grantee is a
                                                                           sophisticated
                                                                           investor, who
                                                                           received the
                                                                           options with a
                                                                           restrictive
                                                                           legend in
                                                                           connection with
                                                                           services rendered
                                                                           and is able to
                                                                           fend for himself.
                                                                           A Form S-8
                                                                           Registration
                                                                           Statement has
                                                                           been filed.
----------------------------------------------------------------------------------------------------------------------
Jan. -         Common Stock      100,000         $100,000 received; no     Rule 506 of         Class B Warrants
Feb. 2005      and Class B       Shares and      commissions paid; no      Regulation D; a     exercisable at $2.00
               Warrants          Class B         placement agent was       Form D was filed    per share through
                                 Warrants        utilized.                 on February 22,     Jan. 2, 2008.
                                                                           2005; securities
                                                                           sold to
                                                                           accredited
                                                                           investors only.
----------------------------------------------------------------------------------------------------------------------
Jan. 2005      Common Stock      31,076 Shares   Conversion of $31,076     Section 3a(9); no   Not Applicable.
                                                 of debt; no commissions   commissions paid.
                                                 paid; no placement
                                                 agent was utilized.
----------------------------------------------------------------------------------------------------------------------
June - Oct.    Common Stock      327,000         $327,000 received; no     Rule 506 of         Class A Warrants
2004           and Class A       Shares and      commissions paid; no      Regulation D; a     exercisable at $2.00
               Warrants          327,000 Class   placement agent was       Form D was filed    per share through
                                 A Warrants      utilized.                 on Nov. 15, 2004;   Jan. 3, 2007.
                                                                           securities sold
                                                                           to accredited
                                                                           investors only.
----------------------------------------------------------------------------------------------------------------------



                                       46





     
----------------------------------------------------------------------------------------------------------------------
March -        Common Stock      410,000         $410,000 received; no     Rule 506 of         Class A Warrants
April 2004     and Class A       Shares and      commissions paid; no      Regulation D; a     exercisable at $2.00
               Warrants          410,000 Class   placement agent was       Form D was filed    per share through
                                 A Warrants      utilized.                 on Nov. 24, 2003    Jan. 3, 2007.
                                                                           and April 1,
                                                                           2004; securities
                                                                           sold to
                                                                           accredited
                                                                           investors only.
----------------------------------------------------------------------------------------------------------------------


     We believe that the transactions described above were exempt from
registration under Section 4(2) and/or Rule 506 of Regulation D. Each
transaction did not involve a public offering and an appropriate restrictive
legend was placed on each security. Also, no commissions were paid in connection
with the sales of any of the aforementioned unregistered securities of our
company, except as otherwise noted.

                                LIST OF EXHIBITS

EXHIBIT
NUMBER         DESCRIPTION
------         -----------

3.1            Articles of Incorporation filed March 26, 1998 (1)
3.2            Amendment to Articles of Incorporation filed June 10, 1999 (1)
3.3            Amendment to Articles of Incorporation approved by stockholders
               on February 9, 2005 (1)
3.4            Amended By-Laws (1)
4.1            Form of Class C Warrant (5)
4.2`           Specimen of Common Stock (6)
5.1            Legal opinion of Morse & Morse, PLLC (6)
10.1           Letter Employment Agreement - Michael Trepeta (2)
10.2           Letter Employment Agreement - Dean Julia (2)
10.3           Amendment to Employment Agreement - Michael Trepeta (3)
10.4           Amendment to Employment Agreement - Dean L. Julia (3)
11.1           Statement re: Computation of per share earnings. See "Statement
               of Operations and Notes to Financial Statements"
14.1           Code of Ethics/Code of Conduct (3)
23.1           Consent of counsel, Morse & Morse, PLLC (Incorporated by
               reference to Exhibit 5.1).(6)
23.2           Consent of auditors, Holtz Rubenstein Reminick LLP (6)
99.1           2005 Employee Benefit and Consulting Services Compensation
               Plan(2)
99.2           Form of Class A Warrant (2)
99.3           Form of Class B Warrant (2)
99.4           Amendment to 2005 Plan (4)

-------------

(1)  Incorporated by reference to Registrant's Registration Statement on Form
     10-SB as filed with the Commission on February 10, 2005.
(2)  Incorporated by reference to Registrant's Registration Statement on Form
     10-SB/A as filed with the Commission March 18, 2005.
(3)  Incorporated by reference to Form 10-KSB for fiscal year ended December 31,
     2005.
(4)  Incorporated by reference to the Registrant's Form 10-QSB/A filed with the
     Commission on August 18, 2005 for the quarter ended September 30, 2005.
(5)  Incorporated by reference to Form 10-QSB filed with the Commission on
     November 13, 2006 for the quarter ended September 30, 2006.
(6)  Filed herewith.


                                       47




                                  UNDERTAKINGS

(a) The undersigned Registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

          (i)  To include any prospectus required by section 10(a)(3) of the
               Securities Act;

          (ii) To reflect in the prospectus any facts or events which,
               individually or together, represent a fundamental change in the
               information in the registration statement; and notwithstanding
               the forgoing, any increase or decrease in volume of securities
               offered (if the total dollar value of securities offered would
               not exceed that which was registered) and any deviation from the
               low or high end of the estimated maximum offering range may be
               reflected in the form of prospects filed with the commission
               pursuant to Rule 424(b) if, in the aggregate, the changes in the
               volume and price represent no more than a 20% change in the
               maximum aggregate offering price set forth in the "Calculation of
               Registration Fee" table in the effective registration statement;
               and (iii) To include any additional or changed material
               information on the plan of distribution.

     (2) For the purpose of determining any liability under the Securities Act,
to treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering.

     (3) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the termination of the offering.

(b) The undersigned Registrant, hereby requesting acceleration of the effective
date of the registration statement under Rule 461 under the Securities Act,
hereby undertakes to include the following:

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the small business issuer of the expenses
incurred or paid by a director, officer, or controlling person of the small
business issuer in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the small business issuer will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                       48




                                   SIGNATURES

     In accordance with the Securities Act of 1933, the company certifies that
it has reasonable grounds to believe that it meets all of the requirements of
filing on Form SB-2 and authorized this registration statement to be signed on
its behalf by the undersigned, in the City of Valley Stream, State of New York,
on November 22 2006.

                                ACE MARKETING & PROMOTIONS, INC.

                                By: /s/ Dean L. Julia
                                    -------------------------------------
                                    Dean L. Julia, Chairman of the
                                    Board and Chief Executive Officer


In accordance with the Securities Act of 1933, this registration statement was
signed by the following persons in the capacities and on the dates stated:

Signatures                              Title                       Date
----------                              -----                       ----

/s/ Dean L. Julia              Chairman of the Board         November 22, 2006
--------------------------     Chief Executive Officer
Dean L. Julia

/s/ Sean McDonnell             Chief Financial Officer       November 22, 2006
--------------------------
Sean McDonnell

/s/ Michael D. Trepeta         President, Director           November 22, 2006
--------------------------
Michael D. Trepeta

/s/ Scott Novack               Director                      November 22, 2006
--------------------------
Scott Novack


Dean L. Julia, Michael D. Trepeta and Scott Novack represent all the current
members of the Board of Directors.


                                       49




                                  EXHIBIT INDEX

EXHIBIT
NUMBER         DESCRIPTION
------         -----------

3.1            Articles of Incorporation filed March 26, 1998 (1)
3.2            Amendment to Articles of Incorporation filed June 10, 1999 (1)
3.3            Amendment to Articles of Incorporation approved by stockholders
               on February 9, 2005 (1)
3.4            Amended By-Laws (1)
4.1            Form of Class C Warrant (5)
4.2            Specimen of Common Stock (6)
5.1            Legal opinion of Morse & Morse, PLLC (6)
10.1           Letter Employment Agreement - Michael Trepeta (2)
10.2           Letter Employment Agreement - Dean Julia (2)
10.3           Amendment to Employment Agreement - Michael Trepeta (3)
10.4           Amendment to Employment Agreement - Dean L. Julia (3)
11.1           Statement re: Computation of per share earnings. See Statement of
               Operations and Notes to Financial Statements
14.1           Code of Ethics/Code of Conduct (3)
23.1           Consent of counsel, Morse & Morse, PLLC (Incorporated by
               reference to Exhibit 5.1.).
23.2           Consent of auditors, Holtz Rubenstein Reminick LLP (6)
99.1           2005 Employee Benefit and Consulting Services Compensation Plan
               (2)
99.2           Form of Class A Warrant (2)
99.3           Form of Class B Warrant (2)
99.4           Amendment to 2005 Plan (4)
99.5           Release - 2006 Third Quarter Results of Operations (5)

-------------

(1)  Incorporated by reference to Registrant's Registration Statement on Form
     10-SB as filed with the Commission on February 10, 2005.
(2)  Incorporated by reference to Registrant's Registration Statement on Form
     10-SB/A as filed with the Commission March 18, 2005.
(3)  Incorporated by reference to Form 10-KSB for fiscal year ended December 31,
     2005.
(4)  Incorporated by reference to the Registrant's Form 10-QSB/A filed with the
     Commission on August 18, 2005 for the quarter ended September 30, 2005.
(5)  Incorporated by reference to Form 10-QSB filed with the Commission on
     November 13, 2006 for the quarter ended September 30, 2006.
(6)  Filed herewith.


                                       50