SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-QSB
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED September 30, 2005
COMMISSION FILE NUMBER: 000-51160
ACE MARKETING & PROMOTIONS, INC.
--------------------------------
(Exact name of registrant as specified in its charter)
NEW YORK 11-3427896
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(State of jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
457 ROCKAWAY AVE.
VALLEY STREAM, NY 11581
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(Address of principal executive offices)
(516) 256-7766
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(Registrant's telephone number)
NOT APPLICABLE
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(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 October 21, 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
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Balance Sheets as of September 30, 2005 (unaudited)
and December 31, 2004 3
Condensed Statements of Operations for the Three and Nine Months
Ended September 30, 2005 and September 30, 2004 (unaudited) 4
Condensed Statements of Cash Flows for the Nine Months
Ended September 30, 2005
and September 30, 2004 (unaudited) 5
Notes to Condensed Financial Statements (unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 10
Item 3. Controls and Procedures 15
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 16
Item 2. Changes in Securities 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Submissions of Matters to a Vote of Security Holders 17
Item 5. Other Information 17
Item 6. Exhibits and Reports on Form 8-K 17
SIGNATURES 18
2
PART I. FINANCIAL INFORMATION
ACE MARKETING & PROMOTIONS, INC.
CONDENSED BALANCE SHEETS
-----------------------------------------------------------------------------------------------
SEPTEMBER, 30 DECEMBER, 31
2005 2004
----------- -----------
(UNAUDITED)
ASSETS
Current Assets:
Cash and cash equivalents $ 544,805 $ 582,705
Accounts receivable 341,661 528,080
Prepaid expenses and other current assets 37,263 4,405
----------- -----------
Total Current Assets 923,729 1,115,190
Property and Equipment, net 11,767 9,539
Other Assets 3,135 3,616
----------- -----------
Total Assets $ 938,631 $ 1,128,345
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable $ -- $ 31,000
Accounts payable 179,588 225,606
Accrued expenses 18,516 205,436
----------- -----------
Total Current Liabilities 198,104 462,042
----------- -----------
Commitments and Contingencies
Stockholders' Equity:
Common stock, $.0001 par value; 25,000,000 shares authorized
5,888,076 and 5,757,000 shares issued and outstanding
at June 30, 2005 and December 31, 2004, respectively 589 576
Preferred stock $.0001 par value: 500,000 shares authorized
no shares outstanding -- --
Additional paid-in capital 1,638,474 953,940
Accumulated deficit (898,536) (288,213)
----------- -----------
Total Stockholders' Equity 740,527 666,303
----------- -----------
Total Liabilities and Stockholders' Equity $ 938,631 $ 1,128,345
=========== ===========
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.
3
ACE MARKETING & PROMOTIONS, INC.
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
-----------------------------------------------------------------------------------------------------------------
THREE MONTHS ENDED NINE MONTHS ENDED
September, 30 September, 30
2005 2004 2005 2004
----------- ----------- ----------- -----------
Revenue, net $ 750,957 $ 735,793 $ 2,300,150 $ 1,856,859
Cost of Revenue 477,466 591,360 1,518,185 1,352,433
----------- ----------- ----------- -----------
Gross Profit 273,491 144,433 781,965 504,426
----------- ----------- ----------- -----------
Operating Expenses:
Selling, General and administrative expenses 313,066 202,734 1,310,147 599,394
-----------
Total Operating Expenses 313,066 202,734 1,310,147 599,394
-----------
Loss from Operations (39,575) (58,301) (528,182) (94,968)
----------- ----------- ----------- -----------
Other Income (Expense):
Interest expense -- -- (4,532) --
Interest income 12 -- 133 --
----------- ----------- ----------- -----------
Total Other Income 12 -- (4,399) --
----------- ----------- ----------- -----------
Loss Before Provision
for Income Taxes (39,563) (58,301) (532,581) (94,968)
Income Tax Expense -- -- -- --
----------- ----------- ----------- -----------
Net Loss $ (39,563) $ (58,301) $ (532,581) $ (94,968)
=========== =========== =========== ===========
Net Loss Per Common Share:
Basic $ (0.01) $ (0.01) $ (0.09) $ (0.02)
=========== =========== =========== ===========
Diluted $ (0.01) $ (0.01) $ (0.09) $ (0.02)
=========== =========== =========== ===========
Weighted Average Common Shares Outstanding:
Basic 5,888,076 5,430,000 5,877,988 5,289,599
=========== =========== =========== ===========
Diluted 5,888,076 5,430,000 5,877,988 5,289,599
=========== =========== =========== ===========
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.
4
ACE MARKETING & PROMOTIONS, INC.
Condensed Statements of Cash Flows (unaudited)
----------------------------------------------------------------------------------------------------------
Nine Months Ended
September 30,
2005 2004
--------- ---------
Cash Flows from Operating Activities:
Net loss $(532,581) $ (94,968)
--------- ---------
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 3,913 2,479
Stock based compensation 481,786 --
Changes in operating assets and liabilities:
(Increase) decrease in operating assets:
Accounts receivable (29,057) (137,356)
Prepaid expenses and other assets 31,144 (4,229)
Increase (decrease) in operating liabilities:
Accounts payable and accrued expenses (77,761) 107,756
--------- ---------
Total adjustments 410,025 (31,350)
--------- ---------
Net Cash Used in Operating Activities (122,556) (126,318)
--------- ---------
Cash Flows from Investing Activities:
Purchase of Equipment -- (10,000)
--------- ---------
Net Cash Used in Investing Activities -- (10,000)
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Cash Flows from Financing Activities:
Proceeds from private placement 126,076 636,036
Payments on notes payable (25,000) (10,000)
--------- ---------
Net Cash Provided by Financing Activities 101,076 626,036
--------- ---------
Net (Decrease) Increase in Cash and Cash Equivalents (21,480) 489,718
Cash and Cash Equivalents, beginning of period 566,285 92,987
--------- ---------
Cash and Cash Equivalents, end of period $ 544,805 $ 582,705
========= =========
SEE NOTES TO CONDENSED FINANCIAL STATEMENTS.
5
ACE MARKETING & PROMOTIONS, INC
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)
The Condensed Balance Sheet as of September 30, 2005, the Condensed Statements
of Operations for the three and nine months ended September 30, 2005 and 2004
and the Condensed Statements of Cash Flows for the nine months ended September
30, 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 September 30, 2005, results of operations for the three and nine months ended
September 30, 2005 and 2004 and cash flows for the nine months ended September
30, 2005 and 2004.
This report should be read in conjunction with our Registration Statement on
Form 10-SB which includes financial statements for the year ended December 31,
2004.
The results of operations and cash flows for the nine months ended September 30,
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
NINE MONTHS ENDED SEPTEMBER 30, 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 because
their effect would have been anti-dilutive.
3. STOCK OPTIONS
The Company has 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 and nine months ended September 30, 2005
and 2004 consistent with the provisions of SFAS 123, our net loss and net
loss per share would have been adjusted as follows:
7
ACE MARKETING & PROMOTIONS, INC
NOTES TO FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (UNAUDITED)
Three Months Three Months Nine Months Nine Months
Ended Ended Ended Ended
September 30, September 30, September 30, September 30,
2005 2004 2005 2004
----------- ----------- ----------- -----------
Net loss, as reported $ (39,563) $ (58,301) $ (532,581) $ (94,968)
Add: Stock-based employee compensation expense
included in net loss, net of related tax effects 5,094 -- 481,786 --
(Deduct): Total stock-based employee compensation
expense determined under fair value based method
for all awards, net of tax related effects (5,094) (--) (663,725) (--)
Pro forma net loss (39,563) (58,301) (714,520) (94,968)
Weighted average common shares outstanding 5,888,076 5,430,000 5,877,988 5,289,599
Loss per share:
Basic and diluted---as reported $ (0.01) $ (0.01) $ (0.09) $ (0.02)
Basic and diluted---pro-forma $ (0.01) $ (0.01) $ (0.12) $ (0.02)
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 nine months ended September
30, 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.
6. STOCK OPTION PLAN
The Shareholders approved an amendment to the Company's Employee Benefit
and Consulting Services Compensation Plan (the "Plan") and increased the
number of shares covered by the Plan from 2,000,000 to 4,000,000 shares of
Common Stock.
During the three and nine month periods ended September 30, 2005, the
Company granted 180,000 and 2,672,000 options, respectively, under the
Plan.
8
7. CONSULTING AGREEMENT
On June 10, 2005 the Company entered into a consulting agreement with a
financial advisory firm. In connection with this agreement the Company
granted a warrant for the purchase of 1,100,000 shares of the Company's
common stock. The warrant has an exercise price of $.10 per share and
expires on June 10, 2010. In connection with this grant the Company
recorded a charge of $451,000, which is included in selling, general and
administrative expenses.
9
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.
10
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:
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.
11
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 Nine Months Ended
September 30, September 30,
2005 2004 2005 2004
---------------------------- ----------------------------
Revenue $ 750,957 $ 735,793 $ 2,300,150 $ 1,856,859
Cost of Revenues 477,466 591,360 1,518,185 1,352,433
---------------------------- ----------------------------
Gross Profit 273,491 144,433 781,965 504,426
Selling, general &
administrative
expenses 313,066 202,734 1,310,147 599,394
---------------------------- ----------------------------
(Loss)
from operations $ (39,575) $ (58,301) $ (528,182) $ (94,968)
============================ ============================
12
Three Months Ended September 30, 2005 versus Three Months Ended September 30,
2004
------------------------------------------------------------------------
We generated revenues of $750,957 in the third quarter of 2005 compared to
$735,793 in the same three month period ending September 30, 2004. The increase
in revenues of $15,164 in 2005 as compared to 2004 is primarily due to our
utilizing additional sales representatives to obtain additional customers and
our new and existing customers buying products with higher average prices.
Cost of revenues was $477,466 or 64% of revenues in the third quarter of 2005 as
compared to $591,360 or 80% of revenues in the same three months ended September
30, 2004. Cost of revenues includes purchases and freight costs associated with
the shipping of merchandise to our customers. Decrease in cost of revenues of
$113,894 in 2005 is related to the mix of items sold and the sale of products
with higher average prices.
Gross profit was $273,491 in the third quarter of 2005 or 36% of net revenues as
compared to $144,433 in the same three months ended September 30, 2004 or 20% 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 quarter ended
September 30, 2005 relates to the mix of product sold and size of orders.
Selling, general, and administrative expenses were $313,066 in the third quarter
ended September 30, 2005 as compared to $202,734 in the same period ended
September 30, 2004. Such costs include payroll and related expenses,
professional fees, insurance and rents. The overall increase of $110,332 is
generally related to our ongoing efforts to effectively increase our sales
volume. It also includes an increase in officers' and other salaries of $24,000
and approximately $48,000 in costs of being a public company, including director
and officer liability insurance.
Net (loss) was $(39,563) in the quarter ended September 30, 2005 compared to a
net loss of $(58,301) for the same three months in 2004. No provision for income
taxes is provided for in 2005 and 2004 due to the availability of net operating
loss carryforwards.
Nine Months Ended September 30, 2005 versus Nine Months Ended September 30, 2004
--------------------------------------------------------------------------------
We generated revenues of $2,300,150 in the first three quarters of 2005 compared
to $1,856,859 in the same nine month period ending September 30, 2004. The
increase in revenues of $443,291 in 2005 compared to 2004 is primarily due to
our utilizing additional sales representations to obtain additional customers
and our new and existing customers buying products with higher average prices.
Cost of revenues was $1,518,185 or 66% of revenues in the first three quarters
of 2005 compared to $1,352,433 or 73% of revenues in the same nine months 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
$165,752 in 2005 is related to an increase in revenues.
Gross profit was $781,965 in the first three quarters of 2005 or 34% of net
revenues compared to $504,426 in the same nine months of 2004 or 27% 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 three quarters
of 2005 relates to the mix of product sold and size of orders.
13
Selling, general, and administrative expenses were $1,310,147 in the first three
quarters of 2005 compared to $599,394 in the same nine months of 2004. Such
costs include payroll and related expenses, insurance and rents. The overall
increase of $710,753 is primarily due to a non-recurring charge to operations of
$451,000 relating to the grant to a financial advisor of warrants to purchase
1,100,000 shares of common stock at an exercise price of $.10 per share,
expiring June 10, 2010. See Note 7 above. The remaining increase is generally
related to our ongoing efforts to effectively increase our sales volume. It also
includes an increase in officers' and other salaries of $58,000 and
approximately $115,000 in costs of being a public company, including director
and officer liability insurance.
Net loss was $(532,581) in the first three quarters of 2005 compared to a net
loss of $(94,968) for the same nine months in 2004. No provision for income
taxes is provided for in 2005 and 2004 due to the availability of net operating
loss carryforwards.
LIQUIDITY AND CAPITAL RESOURCES
The Company had cash and cash equivalents of $544,805 at September 30, 2005.
Cash used by operating activities for the nine months ended September 30, 2005
was $(122,556). This resulted primarily from a net loss of $(532,581), an
increase in accounts receivable of $(29,057) and a decrease in accounts payable
and accrued expenses of $(77,761) partially offset by prepaid expenses of
$31,144 and stock based compensation of $481,786. Cash provided from financing
activities was $101,076 resulting from a private placement of common stock and
warrants which netted $95,000 and the conversion of a note payable with 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.
The Company had cash and cash equivalents of $582,705 at September 30, 2004.
Cash used by operating activities for the nine months ended September 30, 2004
was $(126,318). This was the result of a net loss of $(94,968) partially offset
by an increase in accounts receivable of $(137,356) and an increase in accounts
payable and accrued expenses of $107,756. Cash provided from financing
activities was $626,036, which relates to a private placement of common stock
and warrants.
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 September
30, 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.
14
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. Therefore, no corrective actions were
taken.
15
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 nine months ended September 30, 2005 there were no sales
of unregistered securities, except 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 exercisable
Options Options no other consideration granted to at $1.00 per
received; no officers; share;
commissions paid officers, immediately
directors and exercisable;
legal counsel expire
under our 2005 Jan. 2015;
Incentive Plan. contain
Each grantee is a Cashless
sophisticated exercise
investor, who provisions.
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, 2008.
2005; securities
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.
----------------------------------------------------------------------------------------------------------------------
(b) Rule 463 of the Securities Act is not applicable to the Company.
(c) In the first nine months ended June 30, 2005 there were no repurchases
by the Company of its Common Stock.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
16
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS:
On August 12, 2005, the Company's stockholders took action by majority
consent to ratify, adopt and approve an amendment to the Company's 2005 Employee
Benefit and Consulting Services Compensation Plan to increase the number of
shares covered by the Plan from 2,000,000 shares to 4,000,000 shares of Common
Stock. The proposal was approved by a unanimous consent of 3,401,500 votes in
favor of the amendment.
ITEM 5. OTHER INFORMATION:
None.
ITEM 6. EXHIBITS:
Except for the exhibits listed below as filed herewith or unless
Otherwise noted, 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
99.4 Amendment to 2005 Employee Benefit and Consulting Services Compensation
Plan (**)
99.5 Pres release-third quarter results of operations*
---------------
* Filed herewith.
** Incorporated by reference to the Registrant's Form 10-QSB for the
quarter ended June 30, 2005.
17
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: November 3, 2005 By: /s/ Dean L. Julia
-----------------------------
Dean L. Julia,
Chief Executive Officer
Date: November 3, 2005 By: /s/ Sean McDonnell
-----------------------------
Sean McDonnell,
Chief Financial Officer
18