U.S. SECURITIES AND EXCHANGE
COMMISSION Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
February 21, 2007 (February 9, 2007)
Ace Marketing & Promotions, Inc.
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(Exact name of registrant as specified in its charter)
New York
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(State or jurisdiction of incorporation or organization)
000-51160
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(Commission File Number)
11-3427886
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(I.R.S. Employer Identification Number)
457 Rockaway Avenue, Valley Stream, NY 11582
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(Address of principal executive offices (Zip Code)
Registrant's telephone number: (516) 256-7766
_____________________________________________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
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Reference is made to the press release appended hereto as Exhibit 99.1.
Item 8.01 Other Events.
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On February 9, 2007, we entered into a letter of intent to acquire the
customer base and intangible assets of Bright Ideas Marketing & Promotions, Inc.
The anticipated purchase price is estimated at $380,000 to be paid one-half in
cash and one-half in our restricted Common Stock, subject to adjustment. In
connection with said acquisition, we intend to enter into three-year employment
contracts with two key employees and owners of Bright Ideas. We can provide no
assurances that our acquisition of the customer base and other intangible assets
of Bright Ideas will be completed. For 2006, Bright Ideas had approximately
$1,000,000 in gross sales and $380,000 in gross profit (unaudited).
Item 9.01 Financial Statements and Exhibits.
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Exhibit
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99.1 Press Release dated February 21, 2007
SIGNATURE
Pursuant to the requirements of Section 13 or 15(b) 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.
Dated: February 21, 2007 By: /s/ Michael D. Trepeta
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Michael D. Trepeta, President