Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

                Date of Report (Date of earliest event reported):
                        March 6, 2009 (February 3, 2009)

                        Ace Marketing & Promotions, Inc.
             (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 3.02 Unregistered Sales of Equity Securities

         On February 3, 2009, Ace Marketing & Promotions, Inc. sold 500,000
shares of its Common Stock at $.50 per share, payable one-half in cash and the
other half with a Promissory Note due March 2, 2009 to a non-affiliated party.
This week, Ace received full payment on the Promissory Note. Exemption is
claimed under Section 4(2) of the Securities Act of 1933, as amended.


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

                                               ACE MARKETING & PROMOTIONS, INC.

Dated: March 6, 2009                           By: /s/ Michael D. Trepeta
                                                   Michael D. Trepeta, President