Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of Report (Date of earliest event reported):
                     February 24, 2009 (February 24, 2009)

                        Ace Marketing & Promotions, Inc.
             (Exact name of registrant as specified in its charter)

        NEW YORK                   000-51160                   11-3427886
        --------                   ---------                   ----------
(State or other jurisdiction       (Commission               (IRS Employer
     of incorporation)             File Number)            Identification No.)

                  457 Rockaway Avenue, Valley Stream, NY 11582
               (Address of principal executive offices (Zip Code)

                  Registrant's telephone number: (516) 256-7766

          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17CFR 240.13e-4(c))

Item 8.01         Other Events

         On February 24, 2009, the Company entered into an Agreement with Legend
Securities, Inc. for a term of one (1) year (the "Term"). Legend has agreed to
provide services outlined below to increase investor awareness. The services
include the following:

         o        assistance with investor presentations such as, but not
                  limited to, PowerPoint slide presentations, broker/dealer fact
                  sheets, financial projections and budgets;

         o        sponsorship to capital conferences;

         o        identification and evaluation of financing transactions;

         o        identification and evaluation of acquisition and/or merger

         o        introductions to broker dealers, research analysts, and
                  investment companies that Legend believes could be helpful to
                  the Company.

         For their services Legend shall receive warrants to purchase 350,000
shares of the Company's restricted Common Stock, exercisable at $.80 per share,
over a term of five (5) years, with the warrants investing 25% immediately and
the balance in monthly incremental amounts through January 2010.

         Also, in consideration for the services described herein and subject to
the completion of the Company's successful raise of net proceeds of at least
$1,250,000 from the sale of its common stock, excluding common stock sold
pursuant to commitments obtained prior to the date of this agreement
(hereinafter referred to the "CAPITAL TRANSACTION"), the Company shall accrue a
monthly advisory fee of ten thousand dollars ($10,000.00) per month (the
"MONTHLY ADVISORY FEE"). All accrued monthly advisory fees shall be paid to
Legend on the Closing Date of the Capital Transaction and thereafter the Monthly
Advisory Fee shall be paid no later than the fifteenth (15th) day of each
monthly anniversary of the Effective Date during the Term of this Agreement.

Item 9.01         Exhibits

10.1     Agreement between the Registrant and Legend Securities, Inc. dated
         February 24, 2009 (filed herewith).


Pursuant to the requirements of Section 13 or 15(b) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                             ACE MARKETING & PROMOTIONS, INC.

Dated:  February 24, 2009                    By: /s/ Dean Julia

                                             Dean Julia, Chief Executive Officer