SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-Q





QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE


SECURITIES EXCHANGE ACT OF 1934





FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011





COMMISSION FILE NUMBER: 000-51160





ACE MARKETING & PROMOTIONS, INC.


(Exact name of registrant as specified in its charter)





NEW YORK
11-3427886(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 o





Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the 12 preceding months (or such shorter period that the registrant was required to submit and post such file).





Yes o  No o





Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





Large Accelerated Filer  o
Accelerated Filer  oAccelerated Filer  o
Smaller Reporting Company  x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes o No x





As of May 12, 2011, the registrant had a total of 19,600,925 shares of Common Stock outstanding.














ACE MARKETING & PROMOTIONS, INC.





FORM 10-Q QUARTERLY REPORT


TABLE OF CONTENTS


PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (Unaudited)Condensed Balance Sheets as of March 31, 2011 (unaudited) and December 31, 2010 (audited)
3Condensed Statements of Operations for the Three Months Ended March 31, 2011 and March 31, 2010 (unaudited)
4Statement of Stockholder's Equity for the Year Ended December 31, 2010 and Three Months Ended March 31, 2011
5Condensed Statements of Cash Flows for the Three Months Ended March 31, 2011 and March 31, 2010 (unaudited)
6Notes to Condensed Financial Statements
7Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
17Item 3 Quantitative and Qualitative Disclosures
21Item 4. Controls and Procedures
22PART II. OTHER INFORMATIONItem 1. Legal Proceedings
23Item 2. Changes in Securities
23Item 3. Defaults Upon Senior Securities
24Item 4. Submissions of Matters to a Vote of Security Holders
24Item 5. Other Information
24Item 6. Exhibits and Reports on Form 8-K
24SIGNATURES
26








2


ACE MARKETING &
 PROMOTIONS, INC.


Condensed Balance Sheets

March 31,


December 31,2011


2010Unaudited


AuditedAssetsCurrent Assets:Cash and cash equivalents

$
992,535


$
763,581Accounts receivable, net of allowance for doubtful accounts of$20,000 at March 31, 2011 and December 31, 2010


346,399



298,892Prepaid expenses and other current assets


236,637



218,336Total Current Assets


1,575,571



1,280,809Property and Equipment, net


268,995



249,726Other Assets


7,745



7,745Total Assets

$
1,852,311


$
1,538,280Liabilities and Stockholders' EquityCurrent Liabilities:Accounts payable

$
289,243


$
243,795Accrued expenses


229,336



98,270Total Current Liabilities


518,579



342,065Commitments and ContingenciesStockholders' Equity:Preferred Stock, $.0001 par value; 5,000,000 shares authorized,none issuedCommon stock, $.0001 par value; 100,000,000 shares authorized;18,150,926 and 16,834,260 shares issued and outstandingat March 31, 2011 and December 31, 2010, respectively


1,815



1,683Additional paid-in capital


8,873,157



8,300,766Accumulated deficit


(7,509,739
)


(7,074,733
)Less: Treasury Stock, at cost, 23,334 shares


(31,501
)


(31,501
)Total Stockholders' Equity


1,333,732



1,196,215Total Liabilities and Stockholders' Equity

$
1,852,311


$
1,538,280


See notes to condensed financial statements.


3


ACE MARKETING &
 PROMOTIONS, INC.


Condensed Statements of Operations

2011


2010Three Months Ended March 31,

Unuadited


UnauditedRevenues, net

$
647,770


$
596,381Cost of Revenues


464,782



361,217Gross Profit


182,988



235,164Operating Expenses:Selling, general and administrative expenses


618,118



622,733Total Operating Expenses


618,118



622,733Loss from Operations


(435,130
)


(387,569
)Other Income (Expense):Interest expense


-



(61
)Interest income


124



204Total Other Income (Expense)


124



143Net Loss

$
(435,006
)

$
(387,426
)Net Loss Per Common Share:Basic

$
(0.03
)

$
(0.03
)Diluted

$
(0.03
)

$
(0.03
)Weighted Average Common Shares Outstanding:Basic


16,993,149



12,580,816Diluted


16,993,149



12,580,816


See notes to condensed financial statements.
   4
 ACE MARKETING &
 PROMOTIONS, INC.
 Statement of Stockholders' Equity
 Year Ended December 31, 2010 and Three Months Ended March 31, 2011
 Total








AdditionalStockholders'


Common Stock


Paid-in





Treasury StockEquity


Shares


Amount


Capital


(Deficit)


Shares


AmountBalance, at December 31, 2009

$
887,036



11,615,703


$
1,163


$
6,229,851


$
(5,312,477
)


23,334


$
(31,501
)Stock Purchase


1,364,800



4,672,499



467



1,364,333Stock Warrant


15,064











15,064Stock Grant


155,649



546,058



53



155,596Stock Compensation


535,922











535,922Net Loss


(1,762,256
)


-



-



-



(1,762,256
)


0



0Balance, at December 31, 2010

$
1,196,215



16,834,260


$
1,683


$
8,300,766


$
(7,074,733
)


23,334


$
(31,501
)Stock Purchase


448,000



1,166,666



117



447,883Stock Warrant


19,153











19,153Stock Grant


14,365



150,000



15



14,350Stock Compensation


91,005











91,005Net Loss

$
(435,006
)













$
(435,006
)Balance, at March 31, 2011

$
1,333,732



18,150,926


$
1,815


$
8,873,157


$
(7,509,739
)


23,334


$
(31,501
)
  See notes to condensed financial statements.
   5
  ACE MARKETING &
 PROMOTIONS, INC.
 Condensed Statements of Cash Flows

2011


2010Three Ended March 31,

Unuadited


UnauditedCash Flows from Operating Activities:Net loss

$
(435,006
)

$
(387,426
)Adjustments to reconcile net loss tonet cash used in operating activities:Depreciation and amortization


17,306



10,693Stock-based compensation


124,523



141,149Changes in operating assets and liabilities:(Increase) decrease in operating assets:Accounts receivable


(47,507
)


218,051Prepaid expenses and other assets


(18,301
)


(98,369
)Decrease (Increase) in operating liabilities:Accounts payable and accrued expenses


176,514



(215,486
)Total adjustments


252,535



56,038Net Cash Used in Operating Activities


(182,471
)


(331,388
)Cash Flows from Investing Activities:Acquisition of property and equipment


(36,575
)


(103,647
)Net Cash (Used) in Provided by Investing Activities


(36,575
)


(103,647
)Cash Flows from Financing Activities:Proceeds from issuance of common stock


448,000



443,000Net Cash Provided by Financing Activities


448,000



443,000Net Increase in Cash and Cash Equivalents


228,954



7,965Cash and Cash Equivalents, beginning of period


763,581



595,611Cash and Cash Equivalents, end of period

$
992,535


$
603,576
 See notes to condensed financial statements.


6





ACE MARKETING & PROMOTIONS, INC.


NOTES TO CONDENSED FINANCIAL STATEMENTS


THREE MONTHS ENDED MARCH 31, 2011 AND 2010


(UNAUDITED)





NOTE 1: BASIS OF PRESENTATION:





The accompanying condensed financial statements and footnotes thereto are unaudited.





The Condensed Balance Sheets as of March 31, 2011 and December 31, 2010, the Condensed Statements of Operations for the three months ended March 31, 2011 and 2010 and the Condensed Statements of Cash Flows for the three months ended March 31, 2011 and 2010 have been prepared by us without audit, and in accordance with the requirements of Form 10-Q and, therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America. 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, 2011, results of operations for the three months ended March 31, 2011 and 2010 and cash flows for the three months ended March 31, 2011 and 2010. All such adjustments are of a normal recurring nature. The results of operations and cash flows for the three months ended March 31, 2011 are not necessarily indicative of the results to be expected for the full year. We have evaluated subsequent events through the filing of this Form 10-Q with the SEC, and determined there have not been any events that have occurred that would require adjustments to our unaudited Condensed Financial Statements.





The information contained in this report on Form 10-Q should be read in conjunction with our Form 10-K for our fiscal year ended December 31, 2010.





The preparation of financial statements in conformity with accounting principals generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, costs and expenses. Actual results could differ from these estimates.





NATURE OF OPERATIONS - Ace Marketing & Promotions, Inc. (the “Company”) is a Promotional Marketing Company, that concentrate on three main business verticals; Branding, Interactive Solutions, and Mobile Marketing.  Each vertical contains several solutions.  In January 2011, we formed Mobiquity Networks, Inc. and we transferred our mobile marketing operations to this subsidiary.





Within the Branding vertical we have the ability to create a brand, and also provide all the branded merchandise or promotional products that go along with the branding process.  This has been the core of the Ace business model since its inception. Our current focus within this vertical is to find new and innovative ways to leverage new technology platforms and our growing list of clients to drive growth beyond traditional channels.





Our Interactive vertical deals with any online marketing & branding initiatives.  Utilizing the Ace CMS (Content Management System) Platform, we create custom websites that allow us to give total control of the site content back to our clients after they are created.  Through the Ace CMS platform, the client has the ability to change all the content on the site without the need for a programmer and the high hourly fees that go along with them.  If they have the ability to attach a file to an email, they have the ability to control content (text, audio, video pictures and backgrounds) on our sites.  With this power, their websites become dynamic and powerful marketing vehicles instead of just an online static ad.  For relevant clients, we also add an E-Commerce component to their websites.  As an internal purchasing tool, this allows the client to control the products that are purchased internally by requiring all buyers to use the online company store.  As an online sales tool, it provides a professional and economical way to sell products online to their customers or fans.  As additional service offerings, we house these sites on Ace Marketing servers, and offer clients email marketing services and solutions.  We either pass along the ability to generate email marketing campaigns to our client by providing them with a certain amount of emails per month and a Newsletter template, or we can create and manage the email marketing programs for them.





7





ACE MARKETING & PROMOTIONS, INC.


NOTES TO CONDENSED FINANCIAL STATEMENTS


THREE MONTHS ENDED MARCH 31, 2011 AND 2010


(UNAUDITED)





Under the Mobile vertical, we provide Proximity Marketing and SMS Text platforms & services.  We are an authorized distributor, provider and reseller in the United States of mobile advertising solutions, in the Mobile Advertising & Proximity Marketing Industry. Several years ago the term “Mobile Marketing” was really just a buzz word. Now, mobile marketing has become more of a reality, and many companies are expected to add “mobile” to their advertising and marketing mix.  Our clients and potential clients are anticipated to conclude that if they are not marketing to their customers or fans on their cell phones, then they are behind the times. To address this exciting market opportunity, we have become involved in Proximity Marketing.  Utilizing Proximity Marketing devices purchased by us, we are setting up Bluetooth and Wi-Fi Proximity Marketing networks that allow us to deliver content directly to consumers’ cell phones  for  free.   There  is no  network  charge  by  a  cell phone carrier as we intend to  set up  our own  devices  throughout sports and entertainment venues, retail locations, and any other relevant locations, effectively creating our own local network. The Proximity Marketing devices appear set to become the next component of advertising and marketing expenditures as mobile marketing gains more and more momentum.  This allows us to target and deliver rich media content at targeted locations at targeted times where it is most relevant.  The technology allows us to control all locations and campaigns remotely whether they are down the block or across the country.   With precise statistical reporting as to how many consumers downloaded the campaign, advertisers now have an exciting new and measurable medium to communicate with fans and consumers. It is our vision to build this network at various locations across the United States and have plans for our first permanent installations this calendar year.  Our SMS Text platforms provide another effective tool for our clients to interact with their customers through their mobile devices.  This technology can be used to complement Proximity Marketing or as a stand-alone marketing channel.





Management believes that the services, products and technology platforms that we have assembled provide our clients with an exceptional mix of solutions for reaching Ace’s customers in ways that were previously impossible.  We give clients the ability to choose a solution “A La Carte”, where we will simply create their branded merchandise, or just create their website, and there are other times where a client will have us provide the entire suite of solutions.  We now have the ability to create the brand identity as well as the merchandise to go along with it.  Our platforms allow us to create the website and the ecommerce platform to sell it on, communicate with the customer or fan base via email marketing, and also create and manage a client’s mobile marketing initiatives using text messaging and proximity marketing.  Additionally, we provide warehousing, fulfillment, and shipping directly from Ace for online programs.  Providing the entire suite of solutions for a single client allows that client to exclusively use Ace where in the past they may have had to look to several different companies.  Through the suite of solutions Ace can now deliver, we have transformed from a supplier into a partner, and our sales representatives are now seen as business solution consultants.





NOTE 2:  ACCOUNTING PRONOUNCEMENTS:





In February 2010, the FASB issued ASU 2010-09, Subsequent Events (“Topic 855”): Amendments to Certain Recognition and Disclosure Requirements.  The amendments  remove the requirement for an SEC registrant to disclose the date through which subsequent events were evaluated as this requirement would have potentially conflicted with SEC reporting requirements. Removal of the disclosure requirement is not expected to affect the nature or timing of subsequent events evaluations preformed by the Company.  This ASU became effective upon issuance.







8





ACE MARKETING & PROMOTIONS, INC.


NOTES TO CONDENSED FINANCIAL STATEMENTS


THREE MONTHS ENDED MARCH 31, 2011 AND 2010


(UNAUDITED)





NOTE 3:  SUMMARY OF SELECTED 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.  The Company applies the revenue recognition principles which provides for revenue to be recognized when (i) persuasive evidence of an arrangement exists, (ii) delivery has been completed, (iii) the customer accepts and verifies receipt, (iv) collectability is reasonably assured. The Company records all shipping and handling fees billed to customers as revenues and related costs as cost of goods sold, when incurred.





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.





NOTE 4: LOSS PER SHARE





Basic loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Dilutive loss 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. The number of common shares potentially issuable upon the exercise of certain options and warrants that were excluded from the diluted loss per common share calculation was approximately 10,866,000 and 5,800,000 because they are anti-dilutive as a result of a net loss for the three months ended March 31, 2011 and 2010, respectively.








9





ACE MARKETING & PROMOTIONS, INC.


NOTES TO CONDENSED FINANCIAL STATEMENTS


THREE MONTHS ENDED MARCH 31, 2011 AND 2010


(UNAUDITED)





NOTE 5: STOCK COMPENSATION





Compensation costs related to share-based payment transactions, including employee stock options, are recognized in the financial statements utilizing the straight line method for the cost of these awards.





The Company's results for the three month periods ended March 31, 2011 and 2010 include employee share-based compensation expense totaling approximately $125,000 and $141,000, respectively. Such amounts have been included in the Condensed Consolidated Statements of Operations within selling, general and administrative expenses. No income tax benefit has been recognized in the statement of operations for share-based compensation arrangements due to a history of operating losses.





The following table summarizes stock-based compensation expense for the three months ended March 31, 2011 and 2010:





Three Months EndedMarch 31,2011


2010Employee stock-based compensation - option grants

$
42,766


$
49,280Employee stock-based compensation - stock grants


-



-Non-Employee stock-based compensation - option grants


41,872



(28,345)Non-Employee stock-based compensation - stock grants


14,365



105,150Non-Employee stock-based compensation-stock warrant


25,520



15,064Total

$
124,523


$
141,149





10





ACE MARKETING & PROMOTIONS, INC.


NOTES TO CONDENSED FINANCIAL STATEMENTS


THREE MONTHS ENDED MARCH 31, 2011 AND 2010


(UNAUDITED)





NOTE 6: STOCK OPTION PLAN





During Fiscal 2005, the Company established, and the stockholders approved, an Employee Benefit and Consulting Services Compensation Plan (the "2005 Plan") for the granting of up to 2,000,000 non-statutory and incentive stock options and stock awards to directors, officers, consultants and key employees of the Company. On June 9, 2005, the Board of Directors amended the Plan to increase the number of stock options and awards to be granted under the Plan to 4,000,000.  In October 2009, the Company established and the stockholders approved a 2009 Employee Benefit and Consulting Services Compensation Plan (the "2009 Plan") for granting up to 4,000,000 non-statutory and incentive stock options and awards to directors, officers, consultants and employees of the Company. (The 2005 Plan and the 2005 Plan are collectively referred to as the "Plans".)





All stock options under the Plans are granted at or above the fair market value of the common stock at the grant date. Employee and non-employee stock options vest over varying periods and generally expire either 5 or 10 years from the grant date.





The fair value of options at the date of grant was estimated using the Black-Scholes option pricing model. The fair values of these restricted stock awards are equal to the market value of the Company’s stock on the date of grant, after taking into certain discounts. The expected volatility is based upon historical volatility of our stock and other contributing factors. The expected term is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. Previously, such assumptions were determined based on historical data.








11





ACE MARKETING & PROMOTIONS, INC.


NOTES TO CONDENSED FINANCIAL STATEMENTS


THREE MONTHS ENDED MARCH 31, 2011 AND 2010


(UNAUDITED)





The weighted average assumptions made in calculating the fair values of options granted during the three months ended March 31, 2011 and 2010 are as follows:





Three Months EndedMarch 31,2011


2010Expected volatility


79.04%



132.18%Expected dividend yield


-



-Risk-free interest rate


3.41%



3.91%Expected term (in years)


10.00



10.00




WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicShare


Price


Term


ValueOutstanding, January 1, 2011


3,120,000



.97



5.23


$
6,500Granted


250,000



.26



9.92Exercised


-Cancelled & Expired


115,000



2.50



5.00Outstanding, March 31, 2011


3,255,000



.86



5.56Options exercisable, March 31, 2011


3,005,000



.85



5.63


$
7,000





The weighted-average grant-date fair value of options granted during the three months ended March 31, 2011 and 2010 was $0.26 and $0.54, respectively.





The aggregate intrinsic value of options outstanding and options exercisable at March 31, 2011 is calculated as the difference between the exercise price of the underlying options and the market price of the Company's common stock for the shares that had exercise prices, that were lower than the $0.24 closing price of the Company's common stock on March 31, 2011.





As of March 31, 2011, the fair value of unamortized compensation cost related to unvested stock option awards was approximately $125,000. Unamortized compensation cost as of March 31, 2011 is expected to be recognized over a remaining weighted-average vesting period of 1.0 year.







12





ACE MARKETING & PROMOTIONS, INC.


NOTES TO CONDENSED FINANCIAL STATEMENTS


THREE MONTHS ENDED MARCH 31, 2011 AND 2010


(UNAUDITED)





The weighted average assumptions made in calculating the fair value of warrants granted during the three months ended March 31, 2011 and 2010 are as follows:





Three Months EndedMarch 31,2011


2010Expected volatility


56.83%



132.18%Expected dividend yield


-



-Risk-free interest rate


1.07%



2.65%Expected term (in years)


3.00



5.00





WeightedWeighted


AverageAverage


Remaining


AggregateExercise


Contractual


IntrinsicShare


Price


Term


ValueOutstanding, January 1, 2011


6,243,965


$
0.54



2.26


$
6,500Granted


1,366,666


$
0.30



2.48Exercised


-



-Cancelled


-



-Outstanding, March 31, 2011


7,610,631


$
0.94



2.10Warrants exercisable, March 31, 2011


7,610,631


$
0.94



2.10


$
7,000





13





ACE MARKETING & PROMOTIONS, INC.


NOTES TO CONDENSED FINANCIAL STATEMENTS


THREE MONTHS ENDED MARCH 31, 2011 AND 2010


(UNAUDITED)





NOTE 7:  CONSULTING AGREEMENTS





In January 2010, the Company entered into an agreement with a consulting firm to provide services over the next twelve months. The agreement provides for the issuance of 100,000 restricted common shares of Common Stock.





In January 2010, the Company also entered into an agreement with a two individuals to provide services over the next twelve months. The agreement provides for the issuance of 57,500 shares and 52,500 restricted common shares of Common Stock which vest immediately.





In January 2011, the Company entered into an agreement with a consulting firm to provide business development services.  The agreement provides for the issuance of 100,000 shares of restricted Common Stock and Warrants to purchase 200,000 shares of restricted Common Stock.





In January 2011, the Company approved the issuance of 50,000 shares of Common Stock in exchange for consulting services.





NOTE 8: PRIVATE  PLACEMENT





On December 8, 2009, Ace Marketing & Promotions, Inc. entered into an Introducing Agent Agreement with Legend Securities, Inc., a FINRA registered broker-dealer ("Legend"), to attempt to raise additional financing through the sale of its Common Stock and Warrants. Between December 8, 2009 and March 15, 2010, the Company closed on gross proceeds of $1,025,000 before commissions of $117,000. The planned use of proceeds is to primarily expand the Company's mobile and interactive divisions.  The Company issued pursuant to the terms of the offering an aggregate of 2,050,000 shares of Common Stock at a per share price of $.50 per share and 1,025,000 Warrants exercisable at $1.00 per share to investors in the offering and placement agent warrants to purchase an amount equal to 10% of the number of shares and the number of warrants sold in the offering. All securities were issued pursuant to Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.





In August 2010, the Company raised $175,000 in gross proceeds from the sale of 437,500 shares and a like number of Warrants expiring in August 2013.  The investor paid $0.40 per Share and received Warrants exercisable at $0.60 per Share.  In November 2010, the Company commenced a plan of financing and raised an additional $800,500 in financing from the sale of 2,934,999 Shares of its restricted Common Stock at $0.30 per Share and Class E Common Stock Purchase Warrants to purchase a like number of Shares, exercisable at $0.30 per Share through August 31, 2013. Subsequent to the completion of the second financing, the Company agreed to adjust the terms of the August 2010 transaction and issue to the August 2010 investor Shares and  Class E Warrants on the same terms as those sold in November - December 2010. Accordingly, an additional 145,833 Shares and a like number of Warrants were issued to the August 2010 investor, with the exercise price of the Warrants being lowered from $0.60 per Share to $0.30 per Share.




14





ACE MARKETING & PROMOTIONS, INC.


NOTES TO CONDENSED FINANCIAL STATEMENTS


THREE MONTHS ENDED MARCH 31, 2011 AND 2010


(UNAUDITED)





NOTE 9: OPTIONS OUTSIDE COMPENSATION PLAN





On March 25, 2010, the Company granted Non-Statutory Stock Options to purchase 10,000 shares of the Company’s Common Stock to an attorney for services rendered. at an exercise price of $.54 per share, with 100% of the options vesting immediately and expiring on March 25, 2020.





On March 25, 2010, the Company issued a total of 100,000 Non-Statutory Stock Options to two key employees in accordance with their employment agreement.  The Options have an exercise price of $.54 per share, with 100% of the options vesting immediately and expiring on March 25, 2020.





On April 9, 2009, the Company hired a firm as an independent sales organization to promote its proximity marketing units in the sports and entertainment industry. The firm was granted options to purchase 100,000 shares at $.90 per share outside of Ace’s compensation plan which generates approximately a non-cash $3,000 expense on a monthly basis.





NOTE 10:  SHARED BASED COMPENSATION





On January 4, 2010, the Company issued 6,000 Warrants to purchase Common Stock to an independent consultant to manage sales relationships.  The services were recorded equal to the value of the shares at the date of grant and an expense of $3,051 is included in the operating expenses for the year ended December 31, 2010





On August 17, 2010, the Company issued 145,600 Warrants to purchase Common Stock to franchisee owners of a chain store for the purpose of placing proximity marketing units in their business locations.





RESTRICTED STOCK GRANTS - In January 2010, the Company entered into an agreement with a consulting firm to provide services over the next twelve months.  The agreement provides for the issuance of 100,000 restricted Common Stock.





In January 2010, the Company also entered into an agreement with two individuals to provide services over the next twelve months.  The agreement provides for the issuance of 57,500 shares and 52,500 restricted common shares of Common Stock which vest immediately.





In December 2010, the Company entered into an agreement with a consulting firm to provide services to the Corporation.  50,000 shares of stock were granted to the consultant during the fourth quarter of 2010.





During the past three years, the Company has granted under our 2005 Plan certain employees and consultants restricted stock awards for services for the prior year with vesting to occur after the passage of an additional 12 months. These awards totaled 45,000 Shares for 2008, subject to continued services with the Company through December 31, 2009.  These awards totaled 51,000 Shares for 2009 subject to continued services with the Company through December 31, 2010.  These awards totaled 105,000 Shares for 2010 subject to continued services with the Company through December 31, 2011.





The Company's results for the three months ended March 31, 2011 and 2010 include employee share-based compensation expense totaling approximately $125,000 and $141,000, respectively. Such amounts have been included in the Statements of Operations within selling, general and administrative expenses. No income tax benefit has been recognized in the statement of operations for share-based compensation arrangements due to a history of operating losses.






15





ACE MARKETING & PROMOTIONS, INC.


NOTES TO CONDENSED FINANCIAL STATEMENTS


THREE MONTHS ENDED MARCH 31, 2011 AND 2010


(UNAUDITED)





NOTE 11.  EMPLOYMENT CONTRACTS/DIRECTOR COMPENSATION





On April 7, 2010, the Board of Directors approved a five-year extension of the employment contracts of Dean L. Julia and Michael D. Trepeta to expire on March 1, 2015. The Board approved the continuation of each officer's annual salary and scheduled salary increases on March 1 of each year of $2,000 per month. The Board also approved a signing bonus of stock options to purchase 200,000 shares granted to each officer which is fully vested at the date of grant and exercisable at $.50 per share through April 7, 2020; ten-year stock options to purchase 100,000 shares of Common Stock to be granted to each officer at fair market value on each anniversary date of the contract and extension thereof commencing March 1, 2011; and termination pay of one year base salary based upon the scheduled annual salary of each executive officer for the next contract year plus the amount of bonuses paid or entitled to be paid to the executive for the current fiscal year or the preceding fiscal year, whichever is higher. In the event of termination, the executives will continue to receive all benefits included in the employment agreement through the scheduled expiration date of said employment agreement prior to the acceleration of the termination date thereof.





On April 7, 2010, the Board of Directors approved the grant of options to purchase 150,000 shares of Common Stock to  a director, exercisable at $.50 per share at any time from the date of grant through April 7, 2020. The Board also approved commencing March 1, 2011, and every March 1st thereafter, the grant of 50,000 ten-year stock options to purchase shares at the fair market value at the date of grant to each director who is not an executive officer of the Company.





On March 1, 2011, Messrs. Julia and Trepeta each received 10-year options to purchase 100,000 shares, exercisable at $.26 per share. On the same date, a director also received 10-year options to purchase 50,000 shares exercisable at $.26 per share.





NOTE 12.  SUBSEQUENT EVENTS





The Company has evaluated all subsequent events through the filing date of this Form 10-Q for appropriate accounting and disclosures.





In March 2011, the Company commenced a private placement offering. Pursuant to said offering between March 29, 2011 and April 19, 2011, the Company raised $755,000 in gross proceeds from the sale of 2,516,666 shares of common stock and a like number of warrants, exercisable at $.30 per share through August 31, 2013. Exemption is claimed for the sale of securities pursuant to Rule 506 and/or Section 4(2) of the Securities Act of 1933, as amended.








16





ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS





FORWARD-LOOKING STATEMENTS





The information contained in this Form 10-Q and documents incorporated herein by reference are intended to update the information contained in the Company's Form 10-K for its fiscal year ended December 31, 2010 which includes our audited financial statements for the year ended December 31, 2010 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-K and other Company filings with the Securities and Exchange Commission (“SEC”).





This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), 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-Q.  Certain statements contained in Management's Discussion and Analysis, particularly in "Liquidity and Capital Resources," and elsewhere in this Form 10-Q 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-Q 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 Promotional Marketing Company that concentrates on three main business verticals; Branding, Interactive Solutions, and Mobile Marketing.  Each vertical contains several solutions.  In January 2011, we formed Mobiquity Networks, Inc. and we transferred our mobile marketing operations to this subsidiary.





Within the Branding vertical we have the ability to create a brand, and also provide all the branded merchandise or promotional products that go along with the branding process.  This has been the core of the Ace business model since its inception. Our current focus within this vertical is to find new and innovative ways to leverage new technology platforms and our growing list of clients to drive growth beyond traditional channels.





Our Interactive vertical deals with any online marketing & branding initiatives.  Utilizing the Ace CMS (Content Management System) Platform, we create custom websites that allow us to give total control of the site content back to our clients after they are created.  Through the Ace CMS platform, the client has the ability to change all the content on the site without the need for a programmer and the high hourly fees that go along with them.  If they have the ability to attach a file to an email, they have the ability to control content (text, audio, video pictures and backgrounds) on our sites.  With this power, their websites become dynamic and powerful marketing vehicles instead of just an online static ad.  For relevant clients, we also add an E-Commerce component to their websites.  As an internal purchasing tool, this allows the client to control the products that are purchased internally by requiring all buyers to use the online company store.  As an online sales tool, it provides a professional and economical way to sell products online to their customers or fans.  As additional service offerings, we house these sites on Ace Marketing servers, and offer clients email marketing services and solutions.  We either pass along the ability to generate email marketing campaigns to our client by providing them with a certain amount of emails per month and a Newsletter template, or we can create and manage the email marketing programs for them.


17





Under the Mobile vertical, we provide Proximity Marketing and SMS Text platforms & services.  We are an authorized distributor, provider and reseller in the United States of mobile advertising solutions, in the Mobile Advertising & Proximity Marketing Industry. Several years ago the term “Mobile Marketing” was really just a buzz word. Now, mobile marketing has become more of a reality, and many companies are expected to add “mobile” to their advertising and marketing mix.  Our clients and potential clients are anticipated to conclude that if they are not marketing to their customers or fans on their cell phones, then they are behind the times. To address this exciting market opportunity, we have become involved in Proximity Marketing.  Utilizing Proximity Marketing devices purchased by us, we are setting up Bluetooth and Wi-Fi Proximity Marketing networks that allow us to deliver content directly to consumers’ cell phones  for  free.   There  is no  network  charge  by  a  cell phone carrier as we intend to  set up  our own  devices  throughout sports and entertainment venues, retail locations, and any other relevant locations, effectively creating our own local network. The Proximity Marketing devices appear set to become the next component of advertising and marketing expenditures as mobile marketing gains more and more momentum.  This allows us to target and deliver rich media content at targeted locations at targeted times where it is most relevant.  The technology allows us to control all locations and campaigns remotely whether they are down the block or across the country.   With precise statistical reporting as to how many consumers downloaded the campaign, advertisers now have an exciting new and measurable medium to communicate with fans and consumers. It is our vision to build this network at various locations across the United States and have plans for our first permanent installations this calendar year.  Our SMS Text platforms provide another effective tool for our clients to interact with their customers through their mobile devices.  This technology can be used to complement Proximity Marketing or as a stand-alone marketing channel.





Management believes that the services, products and technology platforms that we have assembled provide our clients with an exceptional mix of solutions for reaching Ace’s customers in ways that were previously impossible.  We give clients the ability to choose a solution “A La Carte”, where we will simply create their branded merchandise, or just create their website, and there are other times where a client will have us provide the entire suite of solutions.  We now have the ability to create the brand identity as well as the merchandise to go along with it.  Our platforms allow us to create the website and the ecommerce platform to sell it on, communicate with the customer or fan base via email marketing, and also create and manage a client’s mobile marketing initiatives using text messaging and proximity marketing.  Additionally, we provide warehousing, fulfillment, and shipping directly from Ace for online programs.  Providing the entire suite of solutions for a single client allows that client to exclusively use Ace where in the past they may have had to look to several different companies.  Through the suite of solutions Ace can now deliver, we have transformed from a supplier into a partner, and our sales representatives are now seen as business solution consultants.





We intend to market its proximity boxes as a premiere mobile technology. This will allow us to create a new channel in the mobile marketplace for existing brands and marketers to leverage the inherent strengths of mobile advertising. We plan to leverage the technology to develop niche vertical sites. These services will be scalable for both large and small businesses to monetize high traffic areas. Additionally, the platform shall be dynamically scalable for worldwide partnerships, where a multi-location business will be able to send a different marketing campaign for each demographic. We have demonstrated the use of proximity marketing boxes and delivered branded content for:







·
Def Leppard to support their band tour;·
International Speeding Corporation, owner and operator of 13 major motorsports facilities, including the Daytona International Speedway;·
Macy’s Thanksgiving Day Parade ;·
SantaLand at Macy’s;·
Madison Square Garden;·
IMAX theater·
Lonestar to support their band





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Agreement  with Top Mall Developer





In April 2011, we signed an exclusive rights agreement with a Top Mall Developer to create a location-based mobile marketing network called Mobiquity Networks. The 50 mall agreement runs through December of 2015 and includes top malls in the portfolio. This new alliance will give advertisers the opportunity to reach millions of mall visitors per month with mobile digital content and offers when they are most receptive to advertising messages.





In connection with Eye Corp (The largest in Mall Advertiser in the US), Mobiquity Networks will deliver digital content and offers to shoppers on their mobile devices through Eye Corp’s extensive Mall Advertising Network. Eye Corp and Mobiquity Networks have an exclusive agreement to build a location-based mobile marketing network throughout Eye Corp’s Mall Advertising network. New properties to be added to the Mobiquity Networks portfolio will include iconic malls in the top designated market area in the US. These prestigious malls further complement Mobiquity Networks’ already impressive portfolio of prominent malls including Queens Center Mall in New York City, Northbridge in Chicago, and Santa Monica Place in Los Angeles.





Ace's Location-Based Mobile advertising medium is designed to reach on-the-go shoppers via their mobile devices with free rich media content delivered using Bluetooth or Wi-Fi. This advertising medium offers extremely targeted messaging engineered to engage and influence shoppers as they move about the mall environment. Eye Corp, along with Ace Marketing, will jointly create mobile marketing programs for existing clients in conjunction with their already active in mall advertising programs. Mobiquity Networks proximity marketing units will be strategically positioned in shopping malls near entrances, anchor stores, escalators and other high-traffic, and high dwell-time areas. Mobiquity Networks proximity marketing unit placement takes advantage of the opportunity to provide a reminder to consumers and touch them just before making a purchase decision. These units generate high awareness and brand recognition at the right time and place. When combined with the impact of other visual advertising mediums (in mall assets) or as a stand-alone medium, Mobiquity Networks is a great mobile solution to promote a brand on a local or national level.





Critical Accounting Policies





Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States. The preparation of financial statements requires management to make estimates and disclosures on the date of the financial statements. On an on-going basis, we evaluate our estimates including, but not limited to, those related to revenue recognition. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates. We believe that the following critical accounting policies affect our more significant judgments and estimates in the preparation of our financial statements.





REVENUE RECOGNITION. Revenues are 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 by reporting revenue gross as a principal versus net as an agent. Revenue is recognized on a gross basis since our company has the risks and rewards of ownership, latitude in selection of vendors and pricing, and bears all credit risk. Our company records all shipping and handling fees billed to customers as revenues, and related costs as cost of goods sold, when incurred.





ALLOWANCE FOR DOUBTFUL ACCOUNTS. We are required to make judgments based on historical experience and future expectations, as to the realizability of our accounts receivable. We make these assessments based on the following factors: (a) historical experience, (b) customer concentrations, (c) customer credit worthiness, (d) current economic conditions, and (e) changes in customer payment terms.





STOCK BASED COMPENSATION. The Company records compensation expense associated with stock options and other equity-based compensation. Share-based compensation expense is determined based on the grant-date fair value estimated using the Black Scholes method. The Company recognizes compensation expense on a straight-line basis over the requisite service period of the award.







19





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 is 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 312011


2010Revenue

$
647,770


$
596,381Cost of Revenues

$
464,782


$
361,217Gross Profit

$
182,988


$
235,164Selling, General and Administrative Expenses

$
618,118


$
622,733(Loss) from Operations

$
(435,130)


$
(387,569
)





We generated revenues of $647,770 in the first quarter of 2011 compared to $596,381 in the same three month period ending March 31, 2010. The increase in revenues of $51,389 in 2011 compared to 2010 was due to the increased efforts of the Company’s sales force and improvement in the overall economy.





Cost of revenues was $464,782 or 71.7% of revenues in the first quarter of 2011 compared to $361,217 or 60.6% of revenues in the same three months of 2010. Cost of revenues includes purchases and freight costs associated with the shipping of merchandise to our customers. Increase in cost of revenues of $103,565 in 2011 is related to an increase in the cost of merchandise purchased due to the items our customers selected during the current quarter ending March 31, 2011.





Gross profit was $182,988 in the first quarter of 2011 or 28.3% of net revenues compared to $235,164 in the same three months of 2010 or 39.4% 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.





Selling, general, and administrative expenses were $618,118 in the first quarter of 2011 compared to $622,733 in the same three months of 2010. Such costs include payroll and related expenses, commissions, insurance, rents, professional, consulting and public awareness fees.





Net loss was $(435,130) in the first quarter of 2011 compared to a net loss of $(387,569) for the same three months in 2010. The first quarter net loss for 2011 includes stock based payments (non-cash) of $124,523 as compared to $141,149 for the comparable period of 2010.  Our 2011 net loss increased by $47,561 due to our decrease in gross margins, partially offset by decreased commission expenses of approximately $69,000.   No benefit for income taxes is provided for in 2011 and 2010 due to the full valuation allowance on the net deferred tax assets.





Liquidity and Capital Resources





The Company had cash and cash equivalents of $992,535 at March 31, 2011. Cash used in operating activities for the three months ended March 31, 2011 was $182,471. This resulted primarily from a net loss of $435,006, offset by stock based compensation of $124,523 an increase in accounts receivable of $47,507 and an increase in prepaid expenses and other assets of $18,301 and a decrease of accounts payable and accrued expenses of $176,514. The Company had an increase in investing activities of $36,575 with the purchase of equipment.





20





The Company had cash and cash equivalents of $603,576 at March 31, 2010. Cash used in operating activities for the three months ended March 31, 2010 was $331,388. This resulted primarily from a net loss of $387,426, offset by stock based compensation of $141,149 a decrease in accounts receivable of $218,051 and an increase in prepaid expenses and other assets of $98,369 and an increase of accounts payable and accrued expenses of $215.486. The Company had an increase in investing activities of $103,647 with the purchase of equipment.





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 primarily on equity financing from outside investors to supplement our cash flow from operations.





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. In the event we should need additional financing, we can provide no assurances that we will be able to obtain financing on terms satisfactory to us, if at all.





Recent Financings





On December 8, 2009, the Company entered into an Introducing Agent Agreement with Legend Securities, Inc., a FINRA registered broker-dealer ("Legend"), to attempt to raise additional financing through the sale of its Common Stock and Warrants. Between December 8, 2009 and March 15, 2010, the Company closed on gross proceeds of $1,025,000 before commissions of $117,000. The planned use of proceeds is to primarily expand the Company's mobile and interactive divisions.  The Company issued pursuant to the terms of the offering an aggregate of 2,050,000 shares of Common Stock at a per share price of $.50 per share and 1,025,000 Class D Warrants exercisable at $1.00 per share to investors in the offering and placement agent warrants (in the form of Class D Warrants) to purchase 307,500 shares.  All securities were issued pursuant to Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.





In August 2010, the Company raised $175,000 in gross proceeds from the sale of 437,500 shares and a like number of Warrants expiring in August 2013.  The investor paid $0.40 per Share and received Warrants exercisable at $0.60 per Share.  In November 2010, the Company commenced a plan of financing and raised an additional $800,500 in financing from the sale of 2,934,999 Shares of its restricted Common Stock at $0.30 per Share and Common Stock Purchase Warrants to purchase a like number of Shares, exercisable at $0.30 per Share through August 31, 2013. Subsequent to the completion of the second financing, the Company agreed to adjust the terms of the August 2010 transaction and issue to the August 2010 investor Shares and Warrants on the same terms as those sold in November - December 2010. Accordingly, an additional 145,833 Shares and a like number of Warrants were issued to the August 2010 investor, with the exercise price of the Warrants being lowered from $0.60 per Share to $0.30 per Share.  All securities will be issued pursuant to Section 4(2) and/or Rule 506 of Regulation D promulgated under Section 4(2) of the Securities Act of 1933, as amended.





In March 2011, the Company commenced a private placement offering. Pursuant to said offering between March 29, 2011 and April 19, 2011, the Company raised $755,000 in gross proceeds from the sale of 2,516,666 shares of common stock and a like number of warrants, exercisable at $.30 per share through August 31, 2013. Exemption is claimed for the sale of securities pursuant to Rule 506 and/or Section 4(2) of the Securities Act of 1933, as amended.





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Market risk is the risk of loss arising from adverse changes in market rates and prices, such as interest rates, foreign currency exchange rates and commodity prices. Our primary exposure to market risk is interest rate risk associated with our short term money market investments. The Company does not have any financial instruments held for trading or other speculative purposes and does not invest in derivative financial instruments, interest rate swaps or other investments that alter interest rate exposure. The Company does not have any credit facilities with variable interest rates.





21





ITEM 4.  CONTROLS AND PROCEDURES




We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.




Under the supervision and with the participation of our management, including our CEO and CFO, an evaluation was performed on the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.




There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.




22





PART II.  OTHER INFORMATION





ITEM 1.  LEGAL PROCEEDINGS.





As of the filing date of this Form 10-Q, we are not a party to any pending legal proceedings.





ITEM 1A.  RISK FACTORS





As a Smaller Reporting Company as defined Rule 12b-2 of the Exchange Act and in item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item 1A.








ITEM 2.  CHANGES IN SECURITIES.





(a) From December 31, 2010 through April 30, 2011, we had no sales or issuances of unregistered common stock, except we made sales or issuances of unregistered securities listed in the table below:





Date of Sale
Title of Security
Number Sold
Consideration Received

and Description of

Underwriting or Other

Discounts to Market

Price or Convertible

Security, Afforded to

Purchasers
Exemption from

Registration

Claimed
If Option, Warrant

or Convertible

Security, terms of

exercise or

conversionJanuary 2011
Common Stock
150,000shares and200,000

Class Ewarrants
Services rendered;

no commissions paid
Section 4(2)
Warrants exercisable at $.30

per share through

through August 31,

2013March2011
CommonStock and

Class EWarrants
2,516,666shares and

2,516,666warrants
$755,000; no commissions paid
Rule 506
Warrants exercisable at $.30

per share through

August 31, 2013April 2011
CommonStock and

Class Ewarrants
100,000 shares and Class E

warrants topurchase 100,000 shares
Services rendered; 
no commissions paid
Rule 506
Warrants exercisable at $.30

per share through

August 31, 2013





(b) Rule 463 of the Securities Act is not applicable to the Company.





(c) In the three months ended March 31, 2011, there were no repurchases by the Company of its Common Stock.





23





ITEM 3.  DEFAULTS UPON SENIOR SECURITIES





Not applicable




ITEM 4.  SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS


Not applicable.





ITEM 5.  OTHER INFORMATION:





Agreement  with Top Mall Developer





In April 2011, we signed an exclusive rights agreement with a Top Mall Developer to create a location-based mobile marketing network called Mobiquity Networks. The 50 mall agreement runs through December of 2015 and includes top malls in the portfolio. This new alliance will give advertisers the opportunity to reach millions of mall visitors per month with mobile digital content and offers when they are most receptive to advertising messages.





In connection with Eye Corp (The largest in Mall Advertiser in the US), Mobiquity Networks will deliver digital content and offers to shoppers on their mobile devices through Eye Corp’s extensive Mall Advertising Network. Eye Corp and Mobiquity Networks have an exclusive agreement to build a location-based mobile marketing network throughout Eye Corp’s Mall Advertising network. New properties to be added to the Mobiquity Networks portfolio will include iconic malls in the top designated market area in the US. These prestigious malls further complement Mobiquity Networks’ already impressive portfolio of prominent malls including Queens Center Mall in New York City, Northbridge in Chicago, and Santa Monica Place in Los Angeles.





Ace's Location-Based Mobile advertising medium is designed to reach on-the-go shoppers via their mobile devices with free rich media content delivered using Bluetooth or Wi-Fi. This advertising medium offers extremely targeted messaging engineered to engage and influence shoppers as they move about the mall environment. Eye Corp, along with Ace Marketing, will jointly create mobile marketing programs for existing clients in conjunction with their already active in mall advertising programs. Mobiquity Networks proximity marketing units will be strategically positioned in shopping malls near entrances, anchor stores, escalators and other high-traffic, and high dwell-time areas. Mobiquity Networks proximity marketing unit placement takes advantage of the opportunity to provide a reminder to consumers and touch them just before making a purchase decision. These units generate high awareness and brand recognition at the right time and place. When combined with the impact of other visual advertising mediums (in mall assets) or as a stand-alone medium, Mobiquity Networks is a great mobile solution to promote a brand on a local or national level.





ITEM 6.  EXHIBITS:





Exhibit  No.
Description3.1
Articles of Incorporation filed March 26, 1998 (1)3.2
Amendment to Articles of Incorporation filed June 10, 1999 (1)3.3
Amendment to Articles of Incorporation approved by stockholders on February 9, 2005(1)3.4
Amended By-Laws (1)10.1
Employment Agreement - Michael Trepeta (2)10.2
Employment Agreement - Dean Julia (2)10.3
Amendments to Employment Agreement - Michael Trepeta (5)(7)(9)10.4
Amendments to Employment Agreement - Dean L. Julia (5)(7)(9)10.5
Joint Venture Agreement with Atrium Enterprises Ltd. (6)10.6
Agreement with Aon Consulting (6)10.7
Mobiquity Compensation Letter to Messrs. Trepeta and Julia (9)11.1
Statement  re: Computation of per share earnings. See Statement of Operations  and Notes to Financial Statements





24








Exhibit  No.
Description14.1
Code of Ethics/Code of Conduct (5)21.1
Subsidiaries of the Issuer - None in 200731.1
Principal Executive Officer Rule 13a-14(a)/15d-14(a) Certification (10)31.2
Principal Financial Officer Rule 13a-14(a)/15d-14(a) Certification (10)32.1
Principal  Executive Officer Section 1350 Certification (10)32.2
Principal  Financial Officer Section 1350 Certification (10)99.1
2005 Employee Benefit and Consulting Services Compensation Plan(2)99.2
Form of Class A Warrant (2)99.3
Form of Class B Warrant (2)99.4
Amendment to 2005 Plan (4)99.5
Form of Class C Warrant (8)99.6
2009 Employee Benefit and Consulting Services Compensation Plan (3)99.7
Form of Class D Warrant (3)99.8
Form or Class E Warrant(10)





(1)
Incorporated by reference to Registrant's Registration Statement on Form 10-SB as filed with the Commission on February 10, 2005.(2)
Incorporated by reference to Registrant's Registration Statement on Form 10-SB/A as filed with the Commission March 18, 2005.(3)
Incorporated by reference to Form 10-K filed for the fiscal year ended December 31, 2009.(4)
Incorporated by reference to the Registrant's Form 10-QSB/A filed with the Commission on August 18, 2005.(5)
Incorporated by reference to the Registrant's Form 10-KSB for its fiscal year ended December 31, 2005.(6)
Incorporated by reference to the Registrant's Form 10-KSB for its fiscal year ended December 31, 2006.(7)
Incorporated by reference to the Registrant's Form 8-K dated September  21, 2007.(8)
Incorporated by reference to the Registrant's Form 10-QSB for its quarter ended September 30, 2006.(9)
Incorporated by reference to the Registrant's Form 10-K for its fiscal year ended December 31, 2010.(10)
Filed herewith.


25





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 13, 2011
By: /s/ Dean L. JuliaDean L. Julia,Principal Executive OfficerDate: May 13, 2011
By: /s/ Sean McDonnellSean McDonnell,Principal Financial Officer











26