SecProbe.io

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March 10, 2005

Mail Stop 0510

Via U.S. mail and facsimile

Mr. Michael Trepeta
Ace Marketing & Promotions, Inc.
457 Rockaway Avenue
Valley Stream, NY 11581

Re: 	Ace Marketing & Promotions, Inc.
Form 10-SB filed February 10, 2005
File No. 000-51160

Dear Mr. Trepeta:

      We have reviewed your filing and have the following
comments.
If you disagree with a comment, we will consider your explanation
as
to why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with supplemental
information so we may better understand your disclosure.  After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

General

1. Please note that your Form 10-SB will go effective by lapse of
time 60 days after the original filing date pursuant to Section
12(g)(1) of the Exchange Act.  If our comments are not addressed
within this 60-day time period, you should consider withdrawing
your
Form 10-SB prior to effectiveness and re-filing a new Form 10-SB
that
includes changes responsive to our comments.  If you choose not to
withdraw, you will be subject to the reporting requirements under
Section 13(a) of the Exchange Act.
2. It appears some of the part I item numbers and headings in your
table of contents do not correspond with item numbers and headings
in
your document.  The part I item 6 header appears missing and items
6
and 7 are mislabeled in your document.  Please revise.

Part I, page 1

Item 1.  Description of Business, page 1

3. Please disclose the information required by Item 101(a) and
Item
101(b)(7) of Regulation S-B.

4. It appears that most of your Business discussion could apply to
any company in your line of business.  Please revise to disclose
information that more specifically describes your company and its
business, including, without limitation, information in response
to
our comments listed below.

5. Please describe under an appropriately titled heading your
marketing and sales operations, including your arrangements with
your
sales representatives.

6. Please describe your products more fully and disclose the
number
of products that you offer.

The Market, page 2

7. Please provide the basis for and explain your statement in the
first sentence of this section that "Promotional products are
everywhere."

8. We note your citation of the "The Counselor" in the fourth
sentence of this section.  Please provide us with marked copies of
any materials that support these and other third party statements
in
your Form 10-SB, clearly cross-referencing a statement with the
underlying support.  Please tell us whether you believe these
materials are the most recent on the subject.  With respect to
these
materials, please tell us whether they have been made available to
the public, without payment of subscription or similar fees.  Have
these materials been published in widely circulated media of
general
interest or among industry participants?  If so, please tell us
when
and where.

Market Size, page 2

9. Please provide the basis for your statement that "Management
believes that this trend is expected to continue, providing
further
growth for 2005."

Distributors, page 2

10. Please disclose the source of the statistics that you cite in
the
first paragraph of this section.

Supply Chain, page 3

11. Please explain the basis for your statement in the third
sentence
of the second paragraph of this section that "The suppliers know
that
if they worked directly with clients of distributors, they would
probably alienate every distributor that found out."

Suppliers, page 3

12. Please disclose the number of suppliers from whom you purchase
products and whether any supplier represents a material portion of
your business.

Purchasing Trends, page 4

13. Please disclose the impact of these trends on your business.
For
example, have you expanded or do you plan to expand your product
offerings?  Do you offer or plan to offer the various additional
services?

Our Clients - Choosing the Right Distributor, page 4

14. We note your disclosure that you have several hundred
accounts.
Please expand your disclosure to explain what you mean by the term
"accounts" as a reader may not be familiar with your industry.

Serving our Clients, page 4

15. Your disclosure throughout this section describes your modern
operations in contrast to competitors that have not taken
advantage
of the latest technology.  Please disclose the basis for this
comparison.  In addition, please disclose the percentage of your
industry`s sales represented by these competitors.

16. Please describe with greater specificity your research
systems,
including your research software.  In addition, please disclose
the
basis for your statement that this software is "top of the line."
Finally, please disclose whether this software is proprietary or
generally available to your competitors.

17. Please describe with greater specificity your in-house art
capabilities and which employees are involved in the design of
your
logos.

18. Please describe with greater specificity how your software
system
enables you to do tasks in minutes that would otherwise take your
competitors hours to do.

19. Please clarify the process by which the logos that you design
are
placed on a product.  In this regard, we note that you deliver the
logo to a factory via email.  It is not clear whether your
supplier
operates this factory or if the supplier is working with a third
party manufacturer or the original manufacturer of the product to
place the logo on the product.

20. Please explain what you mean by your statement that your
tracking
system has "led to outstanding results" and "very few disputes."

Advertising/Marketing Industry Trends, page 8

21. Please provide the basis for your statements in the first and
last sentences of the first paragraph of this section that the
promotional products industry is growing at a strong pace and that
it
will continue to grow.

22. Please provide the sources of the studies cited in the second
paragraph of this section.  In addition, please provide the basis
for
your statement in the third paragraph of this section.

Possible Growth Through Acquisitions, page 8

23. Please explain the basis for your statement in the first
sentence
of the first paragraph of this section that "consolidation in the
promotional products industry is compelling."

24. With respect to the second sentence of the first paragraph of
this section, please disclose the "many forces working in [your]
company`s favor."

Competition, page 9

25. Please disclose the principal methods of competition in your
industry.  In addition, please revise this section to balance the
discussion by disclosing your competition`s advantages over you
and
discussing how this affects your competitive position within your
industry.

Risk Factors, page 10

26. We note that in the introductory paragraph to your risk
factors
section you state in the second sentence that there are other
risks
and uncertainties.  We further note that in the third sentence you
state that the "Risks below are not the only ones that [you]
face."
If you wish to include risk factors, please delete these
statements
from your introductory paragraph.

Item 2.  Management`s Discussion and Analysis or Plan of
Operation,
page 15

Overview, page 16

27. Your overview should include the most important matters on
which
you focus in evaluating financial condition and operating
performance
and provide a context for the discussion and analysis of your
financial statements.  In addition your overview should discuss
any
material trends and uncertainties that will have or are reasonably
likely to have a material impact on your financial condition or
operating performance.  Please revise accordingly.  See SEC
Release
No. 33-8350.

Results of Operations, page 16

28. We note your disclosure regarding the reason why your revenues
decreased from the prior year.  It is not clear why the stated
reason
explains the decrease.  For example, are your revenues generally
recurring or non-recurring?  What is the percentage of your
revenues
derived from non-recurring sources?

29. We note your disclosure regarding the reason why your gross
profit decreased from the prior year.  It is not clear from your
disclosure who is responsible for the freight charges and how this
impacted your gross profit.  Please clarify.

30. We note your disclosure regarding the reasons why your
selling,
general and administrative expenses increased from the prior year.
You discuss more than one factor but do not allocate percentages
to
each factor.  Please disclose, to the extent practicable, each
factor`s percentage of the increase rather than aggregating all
factors together.

Controls and Procedures, page 18

31. Please update your rule reference to refer to Rule 13a-15(e).

Item 5.  Directors, Executive Officers, Promoters and Control
Persons, page 21

Management Team, page 21

32. With respect to the description of Mr. Novack`s business
experience, please briefly describe the business of SJN Consulting
Group.

33. With respect to the description of Mr. McDonnell`s business
experience, please disclose the period during which he has been
employed by your company.

Executive Compensation, page 25

34. Please revise your table to disclose the value of the leased
automobile referenced in footnote (1) to your table.

Employment Agreements, page 25

35. Please update your disclosure concerning your employment
contracts.

Directors` Compensation, page 26

36. Please clarify whether an employee-director, such as Mr.
Julia,
will be eligible to receive compensation for his service on the
board.  For example, will he receive the $500 fee for attending a
board meeting and/or be eligible to receive awards under your
equity
incentive plan for service on the board?

37. If material, please expand on what you mean by "reasonable
travel
expenses."

38. Please describe with greater specificity the directors`
participation in your equity incentive plan.  For example, how
will
awards be determined?  Is the amount of an award fixed?  Will the
grants be annual?

2005 Employee Benefit and Consulting Services Compensation Plan,
page
26

39. Please disclose the distinction between an "incentive stock
option" and a "non-statutory stock option."

Item 6.  Certain Relationships and Related Transactions, page 28

40. Please disclose whether you have established procedures for
the
review and pre-approval of all transactions between you and your
directors, executive officers and other affiliates.

41. With respect to the transactions referenced in the first and
third paragraphs of this section, please disclose whether the
terms
were at least as favorable as the terms you could have obtained
from
an unaffiliated third party.

42. Please supplementally advise us as to the date and the terms
of
the transactions in which Messrs. Julia, Trepeta and Novack
acquired
the shares they sold in the transaction referenced in the second
paragraph of this section.  In addition, please supplementally
advise
us as to the terms of the re-sale transaction.
Part II, page 30

Item 1.  Market Price and Dividends on the Registrant`s Common
Equity, page 30

43. Please expand the disclosure in the third paragraph of this
section to disclose the information required by Item 201(a)(2)(i)
of
Regulation S-B.

Item 3.  Changes in and Disagreements with Accountants, page 30

44. Please tell us supplementally what you mean in the last
sentence
of this section.  Confirm to us supplementally that you do not
have
any further disclosure requirements under Item 304 of Regulation
S-B.
Alternatively, please make any revisions necessary pursuant to
Item
304.

Item 4.  Recent Sales of Unregistered Securities, page 31

45. Please disclose the facts upon which you relied to make the
exemption available with respect to each transaction listed in
this
section.

46. It appears that you filed Forms D on February 22, 2005,
November
24, 2003 and April 1, 2004.  Please disclose the information
required
by Item 701 of Regulation S-B with respect to the transactions
reported on these Forms D.

47. Please disclose the information required by Item 701 of
Regulation S-B with respect to the issuances of stock options
under
your equity incentive plan.

Part III, page 34

Item 6.  Index to Exhibits, page 34

48. Please file as promptly as possible all exhibits required by
Item
601 of Regulation S-B, especially exhibits 10.1 and 10.2.  These
exhibits and any related disclosure are subject to review.

49. Please file the forms of your Class A and Class B Warrants as
exhibits to your Form 10-SB.

50. All agreements filed as exhibits should be signed.  Please re-
file Exhibit 99.1.

Revenue Recognition

51. We note the following:

* You carry no inventory;
* Orders are drop-shipped to customers directly from suppliers;
* You use sales representatives who provide services to you on a
non-
exclusive basis as independent consultants; and
* You recognize revenues on a gross basis, as the principal in the
sale, rather than on a net basis, as an agent.

Help us better understand the appropriateness of your revenue
recognition policy.  In particular:

* Explain how you act as the principal in the transaction;
* Tell us whether you are the primary obligor for fulfillment
throughout the transactions;
* Tell us who owns legal title to the inventory, up until
delivery;
* Explain the shipping terms up until delivery;
* Tell us who has the risks and rewards of ownership, such as
losses
for collection, delivery, or product returns; and
* Tell us about your agreements with your suppliers and whether
you
act as an agent or broker with compensation, commissions, or other
fees.

For more guidance on this issue we direct you to EITF 99-19 and
Staff
Accounting Bulletin 101.

If it turns out that we have no further comment about your policy,
it
will still be helpful for the above issues to be addressed in your
document, including your financial statements. This will help
readers
better understand how you do business. Please provide us with what
you believe would be helpful disclosures about this policy.
Depending
on the outcome of this issue, we may ask that you include certain
disclosures in an amended document.

*	*	*	*

      As appropriate, please amend your filing in response to
these
comments.  You may wish to provide us with marked copies of the
amendment to expedite our review.  Please furnish a cover letter
that
is filed on EDGAR with your amendment that keys your responses to
our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from your company acknowledging that:

* your company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comm