ITEM 8.01 OTHER EVENTS.

Ace Marketing & Promotions, Inc. announces that its Class A, Class B and Class C Warrants expired on the close of business on September 30, 2009. None of these Warrants were exercised prior to their expiration. The Class A and Class B Warrants had an exercise price of $2.00 per share and the Class C Warrants had an exercise price of $1.75 per share.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Description ------- ----------- 99.1 Press release dated October 5, 2009. (Filed herewith.)