SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM 10-QSB
-----------------------------------
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005
COMMISSION FILE NUMBER: 000-51160
ACE MARKETING & PROMOTIONS, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 11-3427896
-------- ----------
(State of jurisdiction of Incorporation) (I.R.S. Employer
identification No.)
457 ROCKAWAY AVE.
VALLEY STREAM, NY 11581
-----------------------
(Address of principal executive offices)
(516) 256-7766
--------------
(Registrant's telephone number)
NOT APPLICABLE
--------------
(Former name, address and fiscal year, if changed since last report)
-----------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes [X] No [ ]
As of May 16, 2005, the registrant had a total of 5,888,076 shares of Common
Stock outstanding.
ACE MARKETING & PROMOTIONS, INC.
FORM 10-QSB QUARTERLY REPORT
TABLE OF CONTENTS
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheet as of March 31, 2005 (unaudited) 3
Condensed Statements of Operations for the Three Months
Ended March 31, 2005 and March 31, 2004 (unaudited) 4
Condensed Statements of Cash Flows for the Three Months
Ended March 31, 2005 and March 31, 2004 (unaudited) 5
Notes to Condensed Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 3. Controls and Procedures 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults Upon Senior Securities 15
Item 4. Submissions of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 15
2
PART I. FINANCIAL INFORMATION
ACE MARKETING & PROMOTIONS, INC.
CONDENSED BALANCE SHEET (UNAUDITED)
--------------------------------------------------------------------------------
March 31, 2005
--------------------------------------------------------------------------------
ASSETS
Current Assets:
Cash and cash equivalents $ 738,066
Accounts receivable 236,928
Prepaid expenses and other current assets 34,493
-----------
Total Current Assets 1,009,487
Property and Equipment, net 14,375
Other Assets 3,135
-----------
Total Assets $ 1,026,997
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 164,011
Accrued expenses 32,632
Customer deposits 74,000
-----------
Total Current Liabilities 270,643
-----------
Commitments and Contingencies
Stockholders' Equity:
Common stock, $.0001 par value; 25,000,000 shares authorized;
5,888,076 shares issued and outstanding 589
Preferred stock $.0001 par value: 500,000 shares authorized;
no shares outstanding --
Additional paid-in capital 1,173,188
Accumulated deficit (417,423)
-----------
Total Stockholders' Equity 756,354
-----------
Total Liabilities and Stockholders' Equity $ 1,026,997
===========
--------------------------------------------------------------------------------
See notes to condensed financial statements. 3
ACE MARKETING & PROMOTIONS, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
--------------------------------------------------------------------------------
Three Months Ended March 31, 2005 2004
--------------------------------------------------------------------------------
Revenue, net $ 558,407 $ 421,979
Cost of Revenue 357,909 317,298
-----------------------------
Gross Profit 200,498 104,681
-----------------------------
Operating Expenses:
Selling, general and administrative expenses 247,554 188,701
-----------------------------
Total Operating Expenses 247,554 188,701
-----------------------------
Loss from Operations (47,056) (84,020)
-----------------------------
Other Income (Expense):
Interest expense (4,511) --
Interest income 99 --
-----------------------------
Total Other Expense (4,412) --
-----------------------------
Loss Before Provision for Income Taxes (51,468) (84,020)
Provision for Income Taxes -- --
-----------------------------
Net Loss $ (51,468) $ (84,020)
=============================
Net Loss Per Common Share:
Basic $ (0.01) $ (0.02)
=============================
Diluted $ (0.01) $ (0.02)
=============================
Weighted Average Common Shares Outstanding:
Basic 5,857,476 5,026,593
=============================
Diluted 5,857,476 5,026,593
=============================
--------------------------------------------------------------------------------
See notes to condensed financial statements. 4
ACE MARKETING & PROMOTIONS, INC.
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
--------------------------------------------------------------------------------
Three Months Ended March 31, 2005 2004
--------------------------------------------------------------------------------
Cash Flows from Operating Activities:
Net loss $ (51,468) $ (84,020)
------------------------
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 1,305 163
Stock-based compensation 16,500 --
Changes in operating assets and liabilities:
Decrease in operating assets:
Accounts receivable 75,676 61,356
Prepaid expenses and other assets 33,914 64,286
(Decrease) increase in operating liabilities:
Accounts payable and accrued expenses (73,146) (87,878)
Customer deposits 74,000 --
------------------------
Total adjustments 128,249 37,927
------------------------
Net Cash Provided by (Used in) Operating Activities 76,781 (46,093)
------------------------
Cash Flows from Financing Activities:
Proceeds from private placement 95,000 300,000
Advances on notes payable -- 8,700
------------------------
Net Cash Provided by Financing Activities 95,000 308,700
------------------------
Net Increase in Cash and Cash Equivalents 171,781 262,607
Cash and Cash Equivalents, beginning of period 566,285 54,725
------------------------
Cash and Cash Equivalents, end of period $ 738,066 $ 317,332
========================
--------------------------------------------------------------------------------
See notes to condensed financial statements. 5
ACE MARKETING & PROMOTIONS, INC
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED)
The Condensed Balance Sheet as of March 31, 2005, the Condensed Statements of
Operations for the three months ended March 31, 2005 and 2004 and the Condensed
Statements of Cash Flows for the three months ended March 31, 2005 and 2004 have
been prepared by us without audit. In our opinion, the accompanying unaudited
condensed financial statements contain all adjustments necessary to present
fairly in all material respects our financial position as of March 31, 2005,
results of operations for the three months ended March 31, 2005 and 2004 and
cash flows for the three months ended March 31, 2005 and 2004.
This report should be read in conjunction with our Registration Statement on
Form 10-SB for the year ended December 31, 2004.
The results of operations and cash flows for the three months ended March 31,
2005 are not necessarily indicative of the results to be expected for the full
year.
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION - Revenue is recognized when title and risk of loss
transfers to the customer and the earnings process is complete. In general,
title passes to our customers upon the customer's receipt of the
merchandise. Revenue is accounted for in accordance with Emerging Issue
Task Force (EITF) Issue No. 99-19, "Reporting Revenue Gross as a Principal
versus Net as an Agent." Revenue is recognized on a gross basis since the
Company has the risks and rewards of ownership, latitude in selection of
vendors and pricing, and bears all credit risk.
The Company records all shipping and handling fees billed to customers as
revenues, and related costs as cost of goods sold, when incurred, in
accordance with EITF 00-10, "Accounting for Shipping and Handling Fees and
Costs."
ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
6
ACE MARKETING & PROMOTIONS, INC
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED)
2. EARNINGS PER SHARE
Basic earnings per common share are computed by dividing net income by the
weighted average number of shares of common stock outstanding during the
period. Dilutive earnings per share gives effect to stock options and
warrants, which are considered to be dilutive common stock equivalents.
Basic loss per common share was computed by dividing net loss by the
weighted average number of shares of common stock outstanding. Diluted loss
per common share does not give effect to the impact of options and warrants
because their effect would have been anti-dilutive.
3. STOCK OPTIONS
We have elected the disclosure only provisions of Statement of Financial
Accounting Standard No. 123,"Accounting for Stock-Based Compensation"
("SFAS 123") in accounting for our employee stock options. Accordingly, no
compensation expense has been recognized. Had we recorded compensation
expense for the stock options based on the fair value at the grant date for
awards in the three months ended March 31, 2005 and 2004 consistent with
the provisions of SFAS 123, our net loss and net loss per share would have
been adjusted as follows:
Three Months
Ended March 31,
---------------------------
2005 2004
----------- ----------
Net loss, as reported $ (51,468) $ (84,020)
Deduct: Total stock-based employee compensation
expense determined under fair value based method,
net of related tax effects (181,500) --
----------- ----------
Pro forma net loss $ (232,968) $ (84,020)
=========== ==========
Net loss per share:
Basic - as reported $ (0.01) $ (0.02)
Basic - pro forma $ (0.04) $ (0.02)
Diluted - as reported $ (0.01) $ (0.02)
Diluted - pro forma $ (0.04) $ (0.02)
7
ACE MARKETING & PROMOTIONS, INC
NOTES TO FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED)
4. NOTE PAYABLE
Note payable to a stockholder in the original principal amount of $25,000.
The Note bears interest at a rate of 10% per annum.
Prior to the repayment of any of the principal and accrued interest, the
holder can convert the Note into common stock of the Company at the
conversion rate of $1.50 per share. On January 13, 2005, the Company agreed
to convert the principal and accrued interest into common stock of the
Company at a reduced conversion rate of $1.00 per share, which resulted in
the issuance of 31,076 shares of common stock.
5. STOCKHOLDERS EQUITY
Private placement of securities - During the three months ended March 31,
2005, the Company completed a private placement through the sale of 10
units (each consisting of 10,000 common shares and 10,000 Class B Warrants)
at a purchase price of $10,000 per unit for net proceeds of $95,000, net of
transaction cost of approximately $5,000. Each Class B Warrant has an
exercise price of $2.00 and expires on January 2, 2008.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The information contained in this Form 10-QSB and documents incorporated herein
by reference are intended to update the information contained in the Company's
Registration Statement on Form 10-SB which includes our audited financial
statements for the year ended December 31, 2004 and such information presumes
that readers have access to, and will have read, the "Management's Discussion
and Analysis of Financial Condition and Results of Operations," "Risk Factors"
and other information contained in such Form 10-SB and other Company filings
with the Securities and Exchange Commission ("SEC"). This Quarterly Report on
Form 10-QSB contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. These forward-looking statements involve risks
and uncertainties, and actual results could be significantly different than
those discussed in this Form 10-QSB. Certain statements contained in
Management's Discussion and Analysis, particularly in "Liquidity and Capital
Resources," and elsewhere in this Form 10-QSB are forward-looking statements.
These statements discuss, among other things, expected growth, future revenues
and future performance. Although we believe the expectations expressed in such
forward-looking statements are based on reasonable assumptions within the bounds
of our knowledge of our business, a number of factors could cause actual results
to differ materially from those expressed in any forward-looking statements,
whether oral or written, made by us or on our behalf. The forward-looking
statements are subject to risks and uncertainties including, without limitation,
the following: (a) changes in levels of competition from current competitors and
potential new competition, (b) possible loss of customers, and (c) the company's
ability to attract and retain key personnel, (d) The Company's ability to manage
other risks, uncertainties and factors inherent in the business and otherwise
discussed in this 10-QSB and in the Company's other filings with the SEC.. The
foregoing should not be construed as an exhaustive list of all factors that
could cause actual results to differ materially from those expressed in
forward-looking statements made by us. All forward-looking statements included
in this document are made as of the date hereof, based on information available
to the Company on the date thereof, and the Company assumes no obligation to
update any forward-looking statements.
OVERVIEW
We are a full service advertising specialties and promotional products
company. Specific categories of the use of promotional products include
advertising specialties, business gifts, incentives and awards, and premiums.
Through the services of our two in-house sales persons, who also serve as
executive officers of our company, and the use of independent sales
representatives, we distribute items to our customers typically with their logos
on them. Several of our customer categories include large corporations, local
schools, universities, financial institutions, hospitals and not-for-profit
organizations.
The most popular products that we have distributed over the last two
years and account for over 50% of our business are as follows:
9
o Wearables, such as t-shirts, golf shirts and hats.
o Glassware, such as mugs and drinking glasses.
o Writing instruments, such as pens, markers and highlighters.
o Bags, such as tote bags, gift bags and brief cases.
There are a number of trends in the advertising/marketing industry, the
most significant of which is the trend toward integrated marketing strategies.
Integrated marketing campaigns involve not only advertising, but also sales
promotions, internal communications, public relations, and other disciplines.
The objectives of integrated marketing are to promote products and services,
raise employee awareness, motivate personnel, and increase productivity through
a wide array of methods including extensive use of promotional products.
Price is no longer the sole motivator of purchasing behavior for our
customers. With the availability of similar products from multiple sources,
customers are increasingly looking for distributors who provide a tangible
added-value to their products. As a result, we provide a broad range of products
and related services. Specifically, we provide research and consultancy
services, artwork and design services, and fulfillment services to our
customers. These services are provided in-house by our current employees.
Management believes that by offering these services, we can attempt to attract
new customers.
Our revenues are expected by us to grow as economic conditions in the
United States continue to improve, by adding additional independent sales
representatives to our sales network and through one or more acquisitions of
other distributors. We can provide no assurances that our expectations described
above will be realized.
RESULTS OF OPERATIONS
The following table sets forth certain selected unaudited condensed
statement of operations data for the periods indicated in dollars and as a
percentage of total net revenues. The following discussion relates to our
results of operations for the periods noted and are not necessarily indicative
of the results expected for any other interim period or any future fiscal year.
In addition, we note that the period-to-period comparison may not be indicative
of future performance.
Three Months Ended
March 31,
2005 % 2004 %
Revenue $ 558,407 100% $ 421,979 100%
Cost of Revenues 357,909 64% 317,298 75%
----------------------------------------------
Gross Profit 200,498 36% 104,681 25%
Selling, general & administrative expenses 247,554 44% 188,701 45%
----------------------------------------------
Loss from operations $ (47,056) (8%) $ (84,020) (20%)
==============================================
10
We generated revenues of $ 558,407 in the first quarter of 2005 compared to
$421,979 in the same three month period ending March 31, 2004. The increase in
revenues of $136,428 in 2005 compared to 2004 is primarily due to our obtaining
additional customers and our new and existing customers buying products with
higher average prices.
Cost of revenues was $357,909 or 64% of revenues in the first quarter of 2005
compared to $317,298 or 75% of revenues in the same quarter of 2004. Cost of
revenues includes purchases and freight costs associated with the shipping of
merchandise to our customers. Increase in cost of revenues of $40,611 in 2005 is
primarily related to an increase in revenues.
Gross profit was $200,498 in the first quarter of 2005 or 36% of net revenues
compared to $104,681 in the same quarter of 2004 or 25% of revenues. Gross
profits will vary period-to-period depending upon a number of factors including
the mix of items sold, pricing of the items and the volume of product sold.
Also, it is our practice to pass freight costs on to our customers.
Reimbursement of freight costs which are included in revenues have lower profit
margins than sales of our promotional products and has the effect of reducing
our overall gross profit margin on sales of products, particularly on smaller
orders. The increase in gross revenue during the first quarter of 2005 relates
to the mix of product sold and size of orders.
Selling, general, and administrative expenses were $247,554 in the first quarter
of 2005 compared to $188,701 in the same quarter of 2004. Such costs include
payroll and related expenses, insurance and rents. The overall increase of
$58,853 is generally related to our ongoing efforts to effectively increase our
sales volume. It also includes an increase in officers' salaries of $3,000 and
approximately $35,000 in costs of being a public company.
Net (loss) was $(51,468) in the first quarter of 2005 compared to a net (loss)
of $(84,020) for the same quarter in 2004.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $738,066 at March 31, 2005. Cash
provided by operating activities for the three months ended March 31, 2005 was
$76,781. This resulted primarily from a decrease in accounts receivable of
$75,676 and a decrease in prepaid expenses of $ 33,914, an increase in customer
deposits of $74,000 partially offset by a net loss in operations of $(51,468).
Cash provided from financing activities was $95,000. This was the result of
proceeds from a private placement.
The Company had cash and cash equivalents of $566,285 at March 31, 2004. Cash
used in operating activities for the three months ended March 31, 2004 was
$(46,093). This was the result of a net loss of $(84,020) and a decrease in
accounts payable of $(87,878), partially offset by a decrease in accounts
receivable of $61,356 and a decrease in prepaid expenses of $64,286. Cash
provided from financing activities was $308,700, which relates to the private
placement and advance on a note from a stockholder.
11
Our company commenced operations in 1998 and was initially funded by our three
founders, each of whom has made demand loans to our Company that have been
repaid. Since 1999, we have relied on equity financing and borrowings from
outside investors to supplement our cash flow from operations. As of March 31,
2005, all borrowings from outside investors have been repaid or converted into
our company's common stock. We raised net proceeds of $95,000 from the sale of
our common stock and warrants to purchase additional common stock in the first
quarter of 2005.
We anticipate that our future liquidity requirements will arise from the need to
finance our accounts receivable and inventories, hire additional sales persons,
capital expenditures and possible acquisitions. The primary sources of funding
for such requirements will be cash generated from operations, raising additional
capital from the sale of equity or other securities and borrowings under debt
facilities which currently do not exist. We believe that we can generate
sufficient cash flow from these sources to fund our operations for at least the
next twelve months.
ITEM 3. CONTROLS AND PROCEDURES
-------------------------------
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the Company's
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the SEC's rules and forms, and that such information
is accumulated and communicated to the Company's management, including its Chief
Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure based closely on the definition of
"disclosure controls and procedures" in Rule 13a-15(e). In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
the Company's Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures. Based on the
foregoing, the Company's Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were effective
at the reasonable assurance level at the end of our most recent quarter. There
have been no changes in the Company's disclosure controls and procedures or in
other factors that could affect the disclosure controls subsequent to the date
the Company completed its evaluation.
12
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS:
--------------------------
As of the filing date of this Form 10-QSB, we are not a party to any
pending legal proceedings.
ITEM 2. CHANGES IN SECURITIES.
------------------------------
(a) In the first quarter ended March 31, 2005 there were no sales of
unregistered securities, except as previously disclosed in our Form
10-SB, as amended. Those sales were as follows:
CONSIDERATION RECEIVED
AND DESCRIPTION OF IF OPTION, WARRANT OR
UNDERWRITING OR OTHER EXEMPTION FROM CONVERTIBLE SECURITY
DATE OF TITLE OF DISCOUNTS TO MARKET REGISTRATION TERMS OF EXERCISE
SALE SECURITY NUMBER SOLD PRICE OR CONVERTIBLE CLAIMED OR CONVERSION
-----------------------------------------------------------------------------------------------------------------
Jan. 2005 Common Stock 600,000 For services rendered Section 4(2) Options at $1.00
exercisable Options Options no other consideration granted to per share; immediately
received; no officers; exercisable;
commissions paid officers, expired Jan. 2015;
directors and contain cashless
legal counsel exercise provisions.
under our 2005
Incentive Plan.
Each grantee is a
sophisticated
investor, who
received the
options with a
restrictive
legend in
connection with
services rendered
and is able to
fend for himself.
A Form S-8
Registration
Statement was filed
with the Commission
in April 2005.
-----------------------------------------------------------------------------------------------------------------
Jan. - Feb. Common Stock 100,000 $100,000 received; no Rule 506 of Class B Warrants
2005 and Class B Shares and commissions paid; no Regulation D; a exercisable at
Warrants Class B placement agent was Form D was filed $2.00 per share
Warrants utilized. on February 22, through Jan. 2
2005; securities 2008.
sold to
accredited
investors only.
-----------------------------------------------------------------------------------------------------------------
Jan. 2005 Common Stock 31,076 Shares Conversion of $31,076 Section 3a(9); no Not Applicable.
of debt; no commissions commissions paid.
paid; no placement
agent was utilized.
-----------------------------------------------------------------------------------------------------------------
13
(b) Rule 463 of the Securities Act is not applicable to the
Company.
(c) In the first quarter ended March 31, 2005 there were no
repurchases by the Company of its Common Stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
---------------------------------------
Not applicable.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS:
-------------------------------------------------------------
On February 9, 2005, the Company held its Annual Meeting of
Stockholders. At the meeting, the Company re-elected Dean L. Julia, Michael D.
Trepeta and Scott Novack for a period of one year and until their successors are
elected and shall qualify. The Company's stockholders also approved amended
By-Laws and an Amendment to its Certificate of Incorporation to increase the
number of authorized common shares to 25,000,000 and to approve 5,000,.000
shares of Preferred Stock that may be issued from time-to-time in series as
approved by the Board. All proposals before stockholders were approved by a vote
of 3,582,000 votes in favor and zero votes in opposition.
ITEM 5. OTHER INFORMATION:
--------------------------
Not applicable.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:
-----------------------------------------
Except for the exhibits listed below as filed herewith, all
other required exhibits have been previously filed with the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended, on
Form 10-SB, as amended (file no. 000-51160).
Number Exhibit Description
------ -------------------
3.1 Articles of Incorporation filed March 26, 1998
3.2 Amendment to Articles of Incorporation filed June 10, 1999
3.3 Amendment to Articles of Incorporation approved by stockholders on
February 9, 2005
3.4 Amended By-Laws
10.1 Employment Agreement - Michael Trepeta
10.2 Employment Agreement - Dean Julia
11.1 Statement re: Computation of per share earnings. See Statement of
Operations and Notes to Financial Statements
31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002*
32.1 Certification of Chief Executive Officer pursuant to 18U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
32.2 Certification of Chief Financial Officer pursuant to 18U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002*
99.1 2005 Employee Benefit and Consulting Services Compensation Plan
99.2 Form of Class A Warrant
99.3 Form of Class B Warrant
---------------
* Filed herewith
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: May 18, 2005 By: /s/ Dean L. Julia
-------------------------------
Dean L. Julia,
Chief Executive Officer
Date: May 18, 2005 By: /s/ Sean McDonnell
-------------------------------
Sean McDonnell,
Chief Financial Officer
15