SecProbe.io

CORRESP
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 filename1.htm

 Mobiquity Technologies, Inc.

 35 Torrington Lane

 Shoreham, NY 11786

 August 1, 2025

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Mobiquity Technologies, Inc.

 Registration Statement on Form S-1

 File No. 333-288900

 Ladies and Gentlemen:

 In accordance with Rule 461 of the Securities
Act of 1933, as amended, Mobiquity Technologies, Inc. (the "Company") hereby respectfully requests that the effective date
of the above-captioned Registration Statement (the "Filing") be accelerated so that it will be declared effective at 9:00
a.m. Eastern Time on Tuesday August 5, 2025, or as soon thereafter as possible.

 * * * *

 Very Truly Yours,

 Mobiquity Technologies, Inc.

 /s/ Dean L. Julia

 Dean L. Julia

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 30, 2025

Dean L. Julia
Chief Executive Officer
Mobiquity Technologies, Inc.
35 Torrington Lane
Shoreham, NY 11786

 Re: Mobiquity Technologies, Inc.
 Registration Statement on Form S-1
 Filed July 23, 2025
 File No. 333-288900
Dear Dean L. Julia:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Kate Beukenkamp at 202-551-3861 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Steven Morse
</TEXT>
</DOCUMENT>

CORRESP
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Spartan Capital Securities LLC

45 Broadway, 19th Floor

New York, NY 10002

June 28, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1 (File No. 333-272572)

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Spartan Capital Securities LLC, the Placement Agent, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:00 p.m., Eastern Time, on Wednesday, June 28, 2023, or as soon thereafter
as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to dealers, institutions and others, who are reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

    Very truly yours,

    Spartan Capital Securities LLC

    By:
    /s/ Kim Monchik

    Name:
    Kim Monchik

    Title:
    Chief Administrative Officer

CORRESP
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Mobiquity Technologies, Inc.

35 Torrington Lane

Shoreham, NY 11786

June 28, 2023

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-272572

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities
Act of 1933, as amended, Mobiquity Technologies, Inc. (the “Company”) hereby respectfully requests that the effective date
of the above-captioned Registration Statement (the “Filing”) be accelerated so that it will be declared effective at 5:00
p.m. Eastern Time on Wednesday, June 28, 2023, or as soon thereafter as possible.

* * * *

Very Truly Yours,

    Mobiquity Technologies, Inc.

    /s/ Dean L. Julia

    Dean L. Julia

    Chief Executive Officer

United States securities and exchange commission logo
June 15, 2023
Dean Julia
Chief Executive Officer
Mobiquity Technologies, Inc.
35 Torrington Lane
Shoreham, NY 11786
Re:Mobiquity Technologies, Inc.
Registration Statement on Form S-1
Filed June 9, 2023
File No. 333-272572
Dear Dean Julia:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David F. Durso

CORRESP
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Spartan Capital Securities
LLC

45 Broadway, 19th Floor New
York, NY 10002

February 10, 2023

VIA EDGAR

U.S. Securities and Exchange Commission 100 F Street,
N.E.

Washington, D.C. 20549

    Re:
    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1 (File No. 333-269293)

Ladies and Gentlemen:

Pursuant to
Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended
(the “Securities Act”), Spartan Capital Securities LLC, the Lead Managing Underwriter, hereby requests acceleration of the
effective date of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on Monday,
February 13, 2023, or as soon thereafter as practicable.

Pursuant to
Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

    Very truly yours,

    Spartan Capital Securities LLC

    By:
     /s/ Jason Diamond

    Name:
    Jason Diamond

    Title:
    Head of Investment Banking

CORRESP
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Mobiquity Technologies, Inc.

35 Torrington Lane

Shoreham, NY 11786

February 10, 2023

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-269293

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities
Act of 1933, as amended, Mobiquity Technologies, Inc. hereby respectfully requests that the effective date of the above-captioned Registration
Statement be accelerated so that it will be declared effective at 4:30 p.m., Eastern Time, on Monday, February 13, 2023, or as soon thereafter
as possible.

    Very Truly Yours,

    Mobiquity Technologies, Inc.

    /s/ Dean L. Julia

    Dean L. Julia

    Chief Executive Officer

CORRESP
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Spartan Capital Securities LLC

45 Broadway, 19th Floor

New York, NY 10002

February 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1 (File No. 333-269293)

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Spartan Capital Securities LLC, the Lead Managing Underwriter, hereby requests acceleration of the effective date of
the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on Thursday, February 9, 2023,
or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

    Very truly yours,

    Spartan Capital Securities LLC

    By:
    /s/ Jason Diamond

    Name:
    Jason Diamond

    Title:
    Head of Investment Banking

CORRESP
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Mobiquity Technologies, Inc.

35 Torrington Lane

Shoreham, NY 11786

February 9, 2023

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-269293

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities
Act of 1933, as amended, Mobiquity Technologies, Inc. (the “Company”) hereby respectfully requests that the effective date
of the above-captioned Registration Statement (the “Filing”) be accelerated so that it will be declared effective at 4:30
p.m., Eastern Time, on Wednesday, February 9, 2023, or as soon thereafter as possible.

    Very Truly Yours,

    Mobiquity Technologies, Inc.

    /s/ Dean L. Julia

    Dean L. Julia

    Chief Executive Officer

CORRESP
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Spartan Capital Securities LLC

45 Broadway, 19th Floor

New York, NY 10002

February 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1 (File No. 333-269293)

Ladies and Gentlemen:

Reference is made to our letter
filed as correspondence via EDGAR on February 9, 2023, in which we, as the Lead Managing Underwriter, requested the acceleration of the
effective date of the above-captioned Registration Statement for February 9, 2023 at 4:30 p.m. Eastern Time, in accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended. We are
no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for
acceleration of the effective date. We will notify you once we are prepared to request acceleration of the effective date of the above-captioned
Registration Statement.

    Very truly yours,

    Spartan Capital Securities LLC

    By: /s/ Jason Diamond

    Name: Jason Diamond

    Title: Head of Investment Banking

CORRESP
1
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Mobiquity Technologies, Inc.

35 Torrington Lane

Shoreham, NY 11786

February 9, 2023

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-269293

Ladies and Gentlemen:

Reference is made to our letter filed as correspondence
via EDGAR on February 9, 2023, in which we requested the acceleration of the effective date of the above-captioned Registration Statement
for February 9, 2023, at 4:30 p.m. Eastern Time, in accordance with Rule 461 of the Securities Act of 1933, as amended. We are no longer
requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration
of the effective date. We will notify you once we are prepared to request acceleration of the effective date of the above-captioned Registration
Statement.

Very Truly Yours,

    Mobiquity Technologies, Inc.

    /s/ Dean L. Julia

    Dean L. Julia

    Chief Executive Officer

United States securities and exchange commission logo
January 25, 2023
Dean Julia
Chief Executive Officer
Mobiquity Technologies, Inc.
35 Torrington Lane
Shoreham , NY 11786
Re:Mobiquity Technologies, Inc.
Registration Statement on Form S-1
Filed January 18, 2023
File No. 333-269293
Dear Dean Julia:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Taylor Beech at 202-551-4515 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

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Revere Securities LLC

650 Fifth Avenue, 35th Floor

New York, NY 10019

December 6, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1 (File No. 333-260364)

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Revere Securities LLC, the Co-Managing Underwriter, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on Wednesday, December 8, 2021, or as soon thereafter
as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

    Very truly yours,

    Revere Securities LLC

    By:
    /s/ Arthur M. DeFilippo

    Name:
    Arthur M. DeFilippo

    Title:
    Managing Director

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Spartan Capital Securities LLC

45 Broadway, 19th Floor

New York, NY 10002

December 6, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1 (File No. 333-260364)

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Spartan Capital Securities LLC, the Lead Managing Underwriter, hereby requests acceleration of the effective date of
the above-referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on Wednesday, December 8, 2021,
or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

    Very truly yours,

    Spartan Capital Securities LLC

    By:
    /s/ Jason Diamond

    Name:
    Jason Diamond

    Title:
    Head of Investment Banking

CORRESP
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Mobiquity Technologies, Inc.

35 Torrington Lane

Shoreham, NY 11786

December 6, 2021

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-260364

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities
Act of 1933, as amended, Mobiquity Technologies, Inc. (the “Company”) hereby respectfully requests that the effective date
of the above-captioned Registration Statement (the “Filing”) be accelerated so that it will be declared effective at 4:00
p.m. Eastern Time on Wednesday, December 8, 2021, or as soon thereafter as possible.

* * * *

Very Truly Yours,

    Mobiquity Technologies, Inc.

    /s/ Dean L. Julia

    Dean L. Julia

    Chief Executive Officer

CORRESP
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Mobiquity Technologies, Inc.

35 Torrington Lane

Shoreham, NY 11786

December 2, 2021

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-260364

Ladies and Gentlemen:

Reference is made to our letter filed as correspondence
via EDGAR on November 30, 2021, in which we requested the acceleration of the effective date of the above-captioned Registration Statement
for December 2, 2021, at 4:00 p.m. Eastern Time, in accordance with Rule 461 of the Securities Act of 1933, as amended. We are no longer
requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration
of the effective date. We will notify you once we are prepared to request acceleration of the effective date of the above-captioned Registration
Statement.

* * * *

Very Truly Yours,

    Mobiquity Technologies, Inc.

    /s/ Dean L. Julia

    Dean L. Julia

    Chief Executive Officer

CORRESP
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Revere Securities LLC

650 Fifth Avenue, 35th Floor

New York, NY 10019

December 2, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1 (File No. 333-260364)

Ladies and Gentlemen:

Reference is made to our letter
filed as correspondence via EDGAR on November 30, 2021, in which we, as the Co-Managing Underwriter, requested the acceleration of the
effective date of the above-captioned Registration Statement for December 2, 2021 at 4:00 p.m. Eastern Time, in accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended. We are
no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for
acceleration of the effective date. We will notify you once we are prepared to request acceleration of the effective date of the above-captioned
Registration Statement.

    Very truly yours,

    Revere Securities LLC

    By:
    /s/ Arthur M. DeFilippo

    Name:
    Arthur M. DeFilippo

    Title:
    Managing Director

CORRESP
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Spartan Capital Securities LLC

45 Broadway, 19th Floor

New York, NY 10002

December 2, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1 (File No. 333-260364)

Ladies and Gentlemen:

Reference is made to our letter
filed as correspondence via EDGAR on November 30, 2021, in which we, as the Lead Managing Underwriter, requested the acceleration of the
effective date of the above-captioned Registration Statement for December 2, 2021 at 4:00 p.m. Eastern Time, in accordance with Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended. We are
no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for
acceleration of the effective date. We will notify you once we are prepared to request acceleration of the effective date of the above-captioned
Registration Statement.

    Very truly yours,

    Spartan Capital Securities LLC

    By:
    /s/ Jason Diamond

    Name:
    Jason Diamond

    Title:
    Head of Investment Banking

CORRESP
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Spartan Capital Securities LLC

45 Broadway, 19th Floor

New York, NY 10002

November 30, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1 (File No. 333-260364)

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Spartan Capital Securities LLC, the Lead Managing Underwriter, hereby requests acceleration of the effective date of
the above-referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on Thursday, December 2, 2021,
or as soon thereafter as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

    Very truly yours,

    Spartan Capital Securities LLC

    By:
    /s/ Jason Diamond

    Name:
    Jason Diamond

    Title:
    Head of Investment Banking

CORRESP
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Revere Securities LLC

650 Fifth Avenue, 35th Floor

New York, NY 10019

November 30, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1 (File No. 333-260364)

Ladies and Gentlemen:

Pursuant to Rule 461 of the
General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities
Act”), Revere Securities LLC, the Co-Managing Underwriter, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on Thursday, December 2, 2021, or as soon thereafter
as practicable.

Pursuant to Rule 460 under
the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated to be invited
to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable
to secure adequate distribution of the preliminary prospectus.

    Very truly yours,

    Revere Securities LLC

    By:
    /s/ Arthur M. DeFilippo

    Name:
    Arthur M. DeFilippo

    Title:
    Managing Director

CORRESP
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Mobiquity Technologies, Inc.

35 Torrington Lane

Shoreham, NY 11786

November 30, 2021

VIA EDGAR

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Mobiquity Technologies, Inc.

    Registration Statement on Form S-1

    File No. 333-260364

Ladies and Gentlemen:

In accordance with Rule 461 of the Securities
Act of 1933, as amended, Mobiquity Technologies, Inc. (the “Company”) hereby respectfully requests that the effective date
of the above-captioned Registration Statement (the “Filing”) be accelerated so that it will be declared effective at 4:00
p.m. Eastern Time on Thursday, December 2, 2021, or as soon thereafter as possible.

* * * *

Very Truly Yours,

    Mobiquity Technologies, Inc.

    /s/ Dean L. Julia

    Dean L. Julia

    Chief Executive Officer

United States securities and exchange commission logo
October 27, 2021
Dean Julia
Chief Executive Officer
Mobiquity Technologies, Inc.
35 Torrington Lane
Shoreham, NY 11786
Re:Mobiquity Technologies, Inc.
Registration Statement on Form S-1
Filed on October 19, 2021
File No. 333-260364
Dear Mr. Julia:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Janice Adeloye at 202-551-3034 or Katherine Bagley 202-551-2545 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       GAVIN C. GRUSD

April 22, 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 completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do  not foreclose the Commission from taking
any action with respect to the company or 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 U nited States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Larry Spirgel

Larry Spirgel
Assistant Director

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

CORRESP
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Ace Marketing & Promotions, Inc.

600 Old Country Road, Suite 541

Garden City, NY 11530

    U.S. Securities and Exchange Commission
    April 16, 2013

    Washington, D.C.

Re:  Ace Marketing & Promotions, Inc.

                                                                                Form 10-K for Fiscal Year Ended December 31, 2012

                                                                                Filed March 15, 2013

                                                                                File No. 000-51160

Ladies / Gentlemen:

In response to the Staff’s
comment letter of April 15, 2013, please be advised as follows:

 1. We are aware that the Private Litigation Reform Act of 1995 is not available to Ace Marketing &
Promotions, Inc. in the event that Ace is deemed to be a penny stock. Appropriate changes will be made in future filings in the
event that Ace’s stock continues to be a penny stock. Please note that as of December 31, 2012, Ace had over $1,000,000 in
net tangible assets and between January 2013 and the filing date of the Form 10-K, the Company raised an additional $1,170,000.
Accordingly, the net tangible assets of the Company on a pro forma basis would exceed $2,000,000 and thus the Company would not
be a penny stock.

 2. The Form 10-K for the fiscal year ended December 31, 2012 was filed with the Securities and Exchange
Commission on March 15, 2013. At the time of the filing, Ace was aware that it would file an amendment prior to the 10-K’s
due date of April 1, 2013 to contain the required XBRL data. In fact, the amendment was filed timely on March 22, 2013. Management
decided to file the Form 10-K on March 15, 2013 in order to get the information out to the public as early as possible, knowing
that it would take about a week to 10 days to have the XBRL data available. Since all filings were made timely and the Company
made a conscious decision to file the XBRL data in an amended filing prior to the April 1, 2013 due date of the Form 10-K, we do
not believe that the Commission should have any issues with the filing or our disclosure controls and procedures.

 3. Your comment no. 3 will be complied with in the Form 10-Q for the quarter ended March 31, 2013.

In responding to your comments,
we acknowledge to the Commission the following:

 · the company is responsible for the adequacy
and accuracy of the disclosure 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.

    Very truly yours,

ACE MARKETING & PROMOTIONS, INC.

/s/ Dean L. Julia, Co-Chief Executive Officer

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

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                       ACE MARKETING AND PROMOTIONS, INC.
                               457ROCKAWAY AVENUE
                            VALLEY STREAM, N.Y. 11581
                                  516-256-7766
                                Fax-516-256-7805

U.S. Securities and Exchange Commission                           March 31, 2005
Washington, DC 20549-0510

Att:   Mail Stop 0510
       Andrew Schoeffler, Staff Attorney

Re:    Ace Marketing & Promotions, Inc.
       Form 10-SB/A filed  March 18, 2005
       File No. 000-51160

Gentlemen:

       We have today electronically filed an amended Form 10-SB/A Registration
Statement. The following is in response to your comment letter of March 29,
2005.

Comment 1 - We complied with your comment by deleting the word "over" from
            page 7.
Comment 2 - Comment complied with on page 10.
Comment 3 - Comment complied with on page 14.
Comment 4 - Comment complied with on page 34.
Comment 5 - Comment complied with on page F-1.

       This is to confirm that we have not made any changes from the
supplemental information previously provided to you, except to correct the
spelling of the word "conversations."

       We hereby confirm and acknowledge that: our company is responsible for
the adequacy and accuracy of the disclosure in the Form 10-SB 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 our company made 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.

                                                Very truly yours,

                                                ACE MARKETING & PROMOTIONS, INC.

                                                By: /s/ Dean Julia
                                                    -------------------------
                                                    Dean Julia, CEO

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

March 29, 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/A filed March 21, 2005
File No. 000-51160

Dear Mr. Trepeta:

      We have reviewed your response and your amended filing and
have
the following comments.  Where indicated, we think you should
revise
your fling in response to these comments.  If you disagree, 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.

Part I, page 1
Item 1. Description of Business, page 1
Our Strategy, page 7

1. Please revise where you state that you have been in business
for
"over seven years since March 1998."  That appears to us to be
seven
years.

Possible Growth Through Acquisitions, page 9

2. We note your disclosure in the first full paragraph on page 10.
Please expand your disclosure to briefly discuss the status of
these
acquisition negotiations.  In addition, please discuss how you
intend
to finance an acquisition.  For example, would you issue stock or
incur debt?

Risk Factors, page 11
Our revenues depend on our relationships with capable independent
sales..., page 13

3. We acknowledge your response to prior comment 5.  Please expand
your disclosure under this subheading to briefly discuss the non-
exclusive relationship you have with your sales representatives.
In
this regard, we note that your sales representatives may sell
products on behalf of your competitors.

Part II, page 34
Item 1.  Market Price and Dividends on the Registrant`s Common
Equity, page 34

4. We acknowledge your response to prior comment 43.  Please
disclose
the information required by Item 201(a)(2)(i) of Regulation S-B
with
respect to your outstanding options.  In this regard, please
consider
the applicability of Rule 701 under the Securities Act.

Report of Independent Registered Public Accounting Firm

5. Our records indicate that the name of the independent
accounting
firm has been omitted from this Report in the Form 10-SB/A filed
March 21, 2005.  Please revise accordingly.

*	*	*	*

      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 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

* your 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.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Donald Cavern, Staff Accountant, at (202)
942-
1925 or, in his absence, John Hartz, Senior Chief Accountant, at
(202) 942-1798 if you have questions regarding comments on the
financial statements and related matters.  Please contact Andrew
Schoeffler, Staff Attorney, at (202) 824-5612 or, in his absence,
Lesli Sheppard, Senior Staff Attorney, at (202) 942-1887 with any
other questions.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Mr. Steve Morse, Esq.
Lester Morse, P.C.
111 Great Neck Road
Great Neck, New York 11021
??

??

??

??

Mr. Michael Trepeta
March 29, 2005
Page 1 of 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
<PAGE>

                               MORSE & MORSE, PLLC
                              1400 OLD COUNTRY ROAD
                                    SUITE 320
                               WESTBURY, NY 11590
                                  516-487-1446
                                516-487-1452/FAX
                                 MORGOLD@AOL.COM

U.S. Securities and Exchange Commission                           March 21, 2005
Washington, DC 20549-0510

Att: Mail Stop 0510
     Andrew Schoeffler, Staff Attorney

Re:  Ace Marketing & Promotions, Inc.
     Form 10-SB filed February 10, 2005
     File No. 00051160

Gentlemen:

         Our client, Ace Marketing & Promotions, Inc., has today electronically
filed an amended Form 10-SB Registration Statement. The following is your
comment letter with our client's response following each referenced comment.
Under separate cover letter, we will provide you by overnight courier to your
mail stop with two marked copies of the Form 10-SB/A and the requested
supplemental information.

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.

          COMPANY RESPONSE: Comment noted. We will decide on a course of action
          after we have received your response to the current filing.

     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.

          COMPANY RESPONSE: Comment complied with by properly numbering the
          items on pages 27, 30 and 31. The edgar copy (not necessarily the
          courtesy copy) should have a correct table of contents.

<PAGE>

U.S. Securities and Exchange Commission
March 21, 2005
Page 2

Part I, page 1
--------------

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

          COMPANY RESPONSE: Comment complied with on page 2.

     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.

          COMPANY RESPONSE: Comment complied with throughout item 1.

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

          COMPANY RESPONSE: Comment complied with on page 9.

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

          COMPANY RESPONSE: Comment complied with on pages 1 and 2.

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."

          COMPANY RESPONSE: Comment complied with by deleting the sentence from
          page 2.

     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.

          COMPANY RESPONSE: Supplemental information will be provided to you
          under separate cover letter. These materials are the latest on the
          subject and are available to the public online as indicated in the
          Form 10-SB/A at no cost or through the mail by paid subscription. As
          these materials are available online to the public, it is believed
          that the source materials are widely disseminated to industry
          participants and other interested parties.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 3

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."

          COMPANY RESPONSE: Comment complied with by deleting the sentence from
          page 2.

Distributors, page 2
--------------------

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

          COMPANY RESPONSE: Comment complied with on page 3.

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."

          COMPANY RESPONSE: Comment complied with by deleting the sentence from
          pages 3-4.

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.

          COMPANY RESPONSE: Comment complied with on page 4.

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?

          COMPANY RESPONSE: Comment complied with on page 4.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 4

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.

          COMPANY RESPONSE: Comment complied with on page 5. The references to
          accounts and clients have been changed to customers throughout Item 1.

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.

          COMPANY RESPONSE: Comment complied with on pages 5-7.

     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.

          COMPANY RESPONSE: Comment complied with on pages 5-7. "Top of the
          line" has been deleted.

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

          COMPANY RESPONSE: Comment complied with on page 5.

     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.

          COMPANY RESPONSE: Comment complied with on pages 5-7.

     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 or the original manufacturer
          of the product to place the log on the product.

          COMPANY RESPONSE: Comment complied with on page 5.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 5

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

          COMPANY RESPONSE: Comment complied with on page 7 by modifying that
          statement.

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.

          COMPANY RESPONSE TO 21 AND 22.: This section was deleted. The first
          paragraph was merged into "Market Size" on pages 2-3 with us citing
          appropriate references and deleting the first and last sentences. The
          second paragraph, which was based upon management's belief and
          observations, is still under "Our Strategy"on pages 7-9. The third
          paragraph was deleted.

     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.

          COMPANY RESPONSE: See response to comment 21.

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."

          COMPANY RESPONSE: Comment complied with by modifying this paragraph
          beginning on page 9.

     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."

          COMPANY RESPONSE: Comment complied with by deleting the sentence from
          page 10.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 6

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.

          COMPANY RESPONSE: Comment complied with on 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.

          COMPANY RESPONSE: Comment complied with on page 11.

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.

          COMPANY RESPONSE: Comment complied with on page 18.

     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?

          COMPANY RESPONSE: Comment complied with on page 19.

     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.

          COMPANY RESPONSE: Comment complied with on page 19.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 7

     30.  We note your disclosure regarding the reasons why your selling,
          general and a 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.

          COMPANY RESPONSE: Comment complied with on page 19.

Controls and Procedures, page 18
--------------------------------

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

          COMPANY RESPONSE: Comment complied with on page 20.

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.

          COMPANY RESPONSE: Comment complied with on page 25.

     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.

          COMPANY RESPONSE: Comment complied with on page 25.

Executive Compensation, page 25
-------------------------------

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

          COMPANY RESPONSE: We have modified footnote 1 on page 28. The leased
          automobile is used for business purposes and a separate car is used
          for personal reasons.

Employment Agreements, page 25
------------------------------

     35.  Please update your disclosure concerning your employment contracts.

          COMPANY RESPONSE: Comment complied with on pages 28-29.

<PAGE>
U.S. Securities and Exchange Commission
March 21, 2005
Page 8

Directors' Compensation, page 26
--------------------------------

     36.  Please clarify wheth

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
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