EXHIBIT 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

 

I, Sean McDonnell, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of AceMarketing & Promotions, Inc.;

 

2. Based on my knowledge, this report does not contain any untruestatement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstancesunder which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and otherfinancial information included in this report, fairly present in all material respects the financial condition, results of operationsand cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have:

 

      a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others withinthose entities, particularly during the period in which this report is being prepared;

 

      b) Designed such internalcontrol over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;

 

      c) Evaluated the effectivenessof the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness ofthe disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

      d) Disclosed in this reportany change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscalquarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financialreporting; and

 

5. The registrant's other certifying officer and I have disclosed,based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committeeof the registrant's board of directors (or persons performing the equivalent functions):

 

      a) All significant deficienciesand material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; and

 

      b) Any fraud, whether ornot material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.