SecProbe.io

April 15, 2013

Via E -mail
Dean L. Julia
Co-Chief Executive Officer
Ace Marketing & Promotions Inc.
600 Old Country Road, Suite 541
Garden City, NY 11530

Re: Ace Marketing & Promotions  Inc.
 Form 10-K for Fiscal Year Ended December 31, 2012
Filed March 15, 2013
File No. 000-51160

Dear Mr. Julia :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information  so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe ou r comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

General

1. In future filings, please revise your disclosure to remove the reference to the Private
Securities Litigation Reform Act of 1995.  We note that your stock is considered “penny
stock” and therefore reliance on th e PSLRA is not available.

2. We note that initially you did not file XBRL data as required.  In future filings, please
address this in your discuss ion of the effectiveness of your disclosure controls and
procedures.

3. We note that the amount of cash paid f or FuturLink assets is described as “undisclosed”
on page 2.  Please discl ose the purchase price for the acquisition of these assets in your
next Form 10 -Q.

Dean L. Julia
Ace Marketing & Promotions Inc.
April 15, 2013
Page 2

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the f iling to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they ar e responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the discl osure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Michael Henderson, Staff Accountant , at 202-551-3364  or Terry
French, A ccountant Branch Chief,  at 202-551-3828  if you have questions regarding comments
on the financial statements and related matters.  Please contact  Kate Beukenkamp, Attorney -
Advisor,  at 202-551-6971  or me at 202-551-3810  with any other questions.

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director

cc: Via E -mail
 Steven Morse, Esq.
 Morse & Morse, PLLC