SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Chung Peter S

(Last) (First) (Middle)
4 WEST LAS OLAS BLVD., 8TH FLOOR

(Street)
FT. LAUDERDALE FL 33301

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACE MARKETING & PROMOTIONS INC [ AMKT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) X Other (specify below)
GCCProvidesConsultingServices
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
common stock, $0.0001 par value acquired by GCC 02/15/2005 P 50,000(1) A $1 1,218,400(3) D(2)
common stock, $0.0001 par value acquired by GCC 10/03/2005 P4 1,000 A $1 1,218,400(3) D(2)
common stock, $0.0001 par value acquired by GCC 10/13/2005 P4 4,000 A $1.2 1,218,400(3) D(2)
common stock, $0.0001 par value acquired by GCC 10/18/2005 P4 4,500 A $1.2 1,218,400(3) D(2)
common stock, $0.0001 par value acquired by GCC 11/16/2005 P4 8,900 A $1.7 1,218,400(3) D(2)
common stock, $0.0001 par value acquired by Peter S. Chung 08/01/2005 P4 10,000 A $0.8625 1,259,010 D
common stock, $0.0001 par value sold by Peter S. Chung 08/18/2005 S4 500 D $1.2 1,259,010 D
common stock, $0.0001 par value sold by Peter S. Chung 08/18/2005 S4 1,000 D $1.1 1,259,010 D
common stock, $0.0001 par value sold by Peter S. Chung(4) 08/18/2005 S4 2,000 D $1.02 1,259,010 D
common stock, $0.0001 par value sold by Peter S. Chung 09/02/2005 S4 500 D $1.15 1,259,010 D
common stock, $0.0001 par value sold by Peter S. Chung 09/02/2005 S4 500 D $1.1 1,259,010 D
common stock, $0.0001 par value sold by Peter S. Chung 09/02/2005 S4 500 D $1.01 1,259,010 D
common stock, $0.0001 par value sold by Peter S. Chung 09/02/2005 S4 500 D $1.01 1,259,010 D
common stock, $0.0001 par value sold by Peter S. Chung(5) 09/02/2005 S4 4,500 D $0.75 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 10/11/2005 P4 3,000 A $0.75 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 10/18/2005 P4 3,260 A $1.2 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 10/19/2005 P4 4,450 A $0.75 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 10/19/2005 P4 7,600 A $0.75 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 11/09/2005 P4 500 A $0.98 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 11/09/2005 P4 1,000 A $0.77 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 12/01/2005 P4 500 A $1.35 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 12/01/2005 P4 1,500 A $1.5 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 12/05/2005 P4 500 A $1.5 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 12/05/2005 P4 2,500 A $1.5 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 12/15/2005 P4 2,000 A $1.85 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 12/15/2005 P4 1,000 A $1.35 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 12/15/2005 P4 300 A $1.29 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 12/20/2005 P4 5,000 A $1.2 1,259,010 D
common stock, $0.0001 par value acquired by Peter S. Chung 12/23/2005 P4 7,500 A $1.2 1,259,010 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Warrants acquired by GCC(1) $2 02/15/2005 P 50,000 02/15/2005 01/02/2008 Common Stock, $0.0001 par value 50,000 (1) 1,150,000(6) D
Warrant acquired by GCC(8) $0.1 3 06/10/2005 (7) Common Stock, $0.0001 par value(1) 1,100,000 1,150,000(6) D
1. Name and Address of Reporting Person*
Chung Peter S

(Last) (First) (Middle)
4 WEST LAS OLAS BLVD., 8TH FLOOR

(Street)
FT. LAUDERDALE FL 33301

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Glenwood Capital CORP

(Last) (First) (Middle)
2070 S. HIBISCUS DR.

(Street)
MIAMI FL 33180

(City) (State) (Zip)
Explanation of Responses:
1. Acquired with acquisition of 5 Units in a private placement, each Unit consisting of 10,000 Shares of Common Stock and Warrants to purchase 10,000 Shares of Common Stock
2. Peter S. Chung files for these acquisitions as they change his indirect holdings by virtue of his beneficial ownership of 100% of Glenwood Capital; GCC files for these acquisition as they cahnge its direct holdings.
3. At end of fiscal year, Peter S. Chung beneficially owned 1,259,010.
4. Composed of acquisitions of 1,000, 500 and 500.
5. Composed of disposals of 2,500 and 2,000.
6. At end of fiscal year, Peter S. Chung beneficially owned 1,150,000.
7. Earlier of 5 pm on 6/9/2010, or immediately prior to any Organic Change (as defined in Section 4.3 of the Warrant).
8. On June 10, 2005, the Issuer entered into an agreement to retain GCC to perform consulting services related to corporate finance and other financial service matters on a non-exclusive basis.
Remarks:
This Form 5 is filed jointly by Glenwood Capital Corporation ("GCC") and Peter S. Chung, (each a "Reporting Person"). GCC and Peter S. Chung both have their business address at 4 West Las Olas Blvd., 8th Floor, Ft. Lauderdale, FL 33301. GCC is organized under the laws of the State of Florida.
/s/ Peter S. Chung, individually, and as 100% beneficial owner and President of Glenwood Capital Corp. 03/17/2006
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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