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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-QSB

                                   (Mark One)

|X|   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 for the quarterly period ended December 31, 2005.

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 for the transition period from __________ to ________.

                       Commission file number: 000-49724

                                ACIES CORPORATION
                 (Name of Small Business Issuer in its charter)

           Nevada                                         91-2079553
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

              14 Wall Street, Suite 1620, New York, New York 10005
                    (Address of principal executive offices)

                                 (800) 361-5540
                           (Issuer's telephone number)

Check whether issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or 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 |_|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes |_| No |X|

                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of February 6, 2006, the issuer
had 48,463,751shares of common stock, par value $.001 per share, issued and
outstanding.

Transitional Small Business Issuer Format (Check One): Yes |_| No |X|

<PAGE>

                                ACIES CORPORATION

                DECEMBER 31, 2005 QUARTERLY REPORT ON FORM 10-QSB

                                TABLE OF CONTENTS

[PAGE NUMBERS TO BE UPDATED]
                                                                            Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (unaudited)

Consolidated Balance Sheet                                                     3

Consolidated Statements of Operations                                          4

Consolidated Statements of Cash Flows                                          5

Notes to Consolidated Financial Statements                                     6

Item 2. Management's Discussion and Analysis                                   8

Item 3. Controls and Procedures                                               10

PART II - OTHER INFORMATION

Item 1. Legal Proceedings                                                     12

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds           12

Item 3. Defaults Upon Senior Securities                                       12

Item 4. Submission of Matters to a Vote of Security Holders                   12

Item 5. Other Information                                                     12

Item 6. Exhibits                                                              12

SIGNATURES                                                                    13

                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

                                ACIES CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                   (Unaudited)
                             As of December 31, 2005

                                     ASSETS
Current Assets
  Cash                                                             $         14

  Accounts receivable, net                                            1,108,640
                                                                   ------------
    Total current assets                                              1,108,654

  Prepaid assets and deposit                                             41,042

  Fixed assets, net of accumulated depreciation of $9,007                33,180
                                                                   ------------
    Total Assets                                                   $  1,182,876
                                                                   ============

      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Accounts payable                                                 $    940,685

  Accrued expenses                                                       11,784

  Note payable to officer                                                50,000
                                                                   ------------
    Total current liabilities                                         1,002,468
                                                                   ------------

Commitment and contingencies                                                 --

Shareholders' Equity
  Common stock, $.001 par value, 200,000,000 shares
    authorized, 46,813,751 shares issued and outstanding                 46,814

  Additional paid in capital                                          4,134,203

  Accumulated deficit                                                (4,000,609)
                                                                   ------------

    Total shareholders' equity                                          180,408
                                                                   ------------
    Total Liabilities and Shareholders' Equity                     $  1,182,876
                                                                   ============

                 See summary of significant accounting policies
                       and notes to financial statements.

                                       3
<PAGE>

                                ACIES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
             Three and Nine Months Ended December 31, 2005 and 2004

<TABLE>
<CAPTION>
                                            Three Months Ended              Nine Months Ended
                                               December 31                     December 31
                                           2005            2004            2005            2004
                                       ------------    ------------    ------------    ------------
<S>                                    <C>             <C>             <C>             <C>
Net revenues                           $  2,716,075    $  1,160,607    $  6,409,761    $  2,739,579
Cost of revenues                          2,285,933         924,290       5,445,650       2,237,797
                                       ------------    ------------    ------------    ------------
Gross margin                                430,142         236,317         964,111         501,782

General, administrative and selling         520,385         576,220       1,526,282       3,128,567
                                       ------------    ------------    ------------    ------------

    Operating loss                          (90,243)       (339,903)       (562,171)     (2,676,785)

Loss on extinguishment of debt                   --         (72,447)        (28,453)        (72,447)
Interest expense                                 --          (3,000)         (1,063)         (6,000)
Interest income                                 108               9           4,087              61
                                       ------------    ------------    ------------    ------------

Net loss                               $    (90,135)   $   (415,341)   $   (587,600)   $ (2,705,171)
                                       ============    ============    ============    ============

Basic and diluted net loss per share   $      (0.00)   $      (0.01)   $      (0.01)   $      (0.09)
Weighted average shares outstanding      47,164,597      37,433,686      47,757,258      31,890,301
</TABLE>

                 See summary of significant accounting policies
                       and notes to financial statements.

                                       4
<PAGE>

                                ACIES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                  Nine Months Ended December 31, 2005 and 2004

                                                   Nine Months Ended December 31
                                                   -----------------------------
                                                       2005            2004
                                                   ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                         $   (587,600)   $ (2,705,171)
  Adjustments to reconcile net loss to cash
   used in operating activities:

    Depreciation expense                                  6,075           1,866

    Loss on extinguishment of debt                       28,453          72,447

    Bad debt expense                                      5,407              --

    Stock issued for services and refinancing                --       1,862,990

    Note payable issued for services                         --         200,000

    Warrant expense                                                      32,653
    Changes in assets and liabilities:

      Accounts receivable                              (670,358)       (326,711)

      Prepaid expenses and deposit                       (5,000)        (36,042)

      Stock payable                                          --          18,000
      Accounts payable and accrued expenses             446,569         243,614
                                                   ------------    ------------
CASH FLOWS USED IN OPERATING ACTIVITIES                (776,454)       (636,354)
                                                   ------------    ------------

CASH FLOWS USED IN INVESTING ACTIVITIES

  Purchase of fixed assets                              (16,896)        (20,578)
                                                   ------------    ------------

CASH FLOWS FROM (USED IN) FINANCING ACTIVITIES

  Proceeds from note payable to officer                  50,000              --

  Repurchase of common stock                             (5,000)             --

  Proceeds from sale of common stock                         --         650,000
                                                   ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
                                                         45,000         650,000
                                                   ------------    ------------

NET CHANGE IN CASH                                     (748,350)         (6,932)

  Cash, beginning of period                             748,364           7,847
                                                   ------------    ------------

  Cash, end of period                              $         14    $        915
                                                   ============    ============

  Supplemental disclosures:
  Cash paid for interest                           $      1,000    $         --

  Non-cash items:
    Conversion of debt to stock                    $    134,400    $    102,522

                 See summary of significant accounting policies
                       and notes to financial statements.

                                       5
<PAGE>

                                ACIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Acies Corporation
("Acies") have been prepared in accordance with accounting principles generally
accepted in the United States of America and the rules of the Securities and
Exchange Commission ("SEC"), and should be read in conjunction with the audited
financial statements and notes thereto contained in Acies' Annual Report filed
with the SEC on Form 10-KSB for the year ended March 31, 2005. In the opinion of
management, all adjustments, consisting of normal recurring adjustments,
necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The
results of operations for the interim periods are not necessarily indicative of
the results to be expected for the full year. Notes to the financial statements
which would substantially duplicate the disclosure contained in the audited
financial statements for the year ended March 31, 2005 as reported in the 10-KSB
have been omitted. Our fiscal year ends on March 31. References to a fiscal year
refer to the calendar year in which such fiscal year ends.

NOTE 2 - STOCK-BASED COMPENSATION

Acies accounts for its employee stock-based compensation plans under Accounting
Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to
Employees. During the fiscal year ended March 31, 2005, Acies granted 2,768,737
options to purchase common stock to employees, which vest every quarter over
three years. In May 2005, Acies granted 922,900 options to an employee, which
vest every quarter over two years. In September 2005, Acies granted 100,000
options to an independent director, which vest every quarter over two years. All
of the options have an exercise price of $1.00 and expire 5 years from the date
of grant. Acies recorded compensation expense of $0 under the intrinsic value
method during the three and nine months ended December 31, 2005.

The following table illustrates the effect on net loss and net loss per share
if, Acies had applied the fair value provisions of FASB Statement No. 123,
Accounting for Stock-Based Compensation, to stock-based employee compensation
for the periods ended December 31:

<TABLE>
<CAPTION>
                                   Three Months Ended             Nine Months Ended
                                      December 31                     December31
                                  2005           2004            2005            2004
                             ------------    ------------    ------------    ------------
<S>                          <C>             <C>             <C>             <C>
Net loss as reported         $    (90,135)   $   (415,341)   $   (587,600)   $ (2,705,171)
Add:  stock-based
      compensation
      determined under
      intrinsic value                  --              --              --              --
Less: compensation
      determined under
      fair value-
      based method                (38,589)        (23,702)       (114,647)        (47,404)
                             ------------    ------------    ------------    ------------

Pro forma net loss           $   (128,724)   $   (439,043)   $   (702,247)   $ (2,752,575)
                             ============    ============    ============    ============

Basic and diluted net loss
per common share:

      As reported            $      (0.00)   $      (0.01)   $      (0.01)   $      (0.09)

      Pro forma              $      (0.00)   $      (0.01)   $      (0.01)   $      (0.09)
</TABLE>

                                       6
<PAGE>

The weighted average fair value at December 31, 2005 of all stock options
granted was $0.11. Variables used in the Black-Scholes option-pricing model
include (1) risk-free interest rate, (2) expected option life is the actual
remaining life of the options as of each year end, (3) expected volatility was
zero (minimal value), and (4) zero expected dividends.

NOTE 3 - EXTINGUISHMENT OF DEBT

Pursuant to an agreement dated November 17, 2004 with M&A Capital Advisers
("M&A"), 700,000 shares of Acies common stock were held by M&A as collateral for
a note in the amount of $100,000. Under the terms of the agreement, as of May
31, 2005, Acies converted the note payable into the Acies common stock which had
been held as collateral, which was valued at $134,400 at the time of the
conversion. After accounting for the principal and accrued interest repayment,
the remaining amount of $28,453 was charged to loss on extinguishment of debt.

NOTE 4 - NOTE PAYABLE TO OFFICER

On December 30, 2005, Acies borrowed $50,000 from Oleg Firer, President and
Chief Executive Officer, pursuant to a Promissory Note under which terms
interest would accrue to Mr. Firer at 8% per annum. The principal of the Note
was repaid in full on January 11, 2006, and any interest was forgiven.

NOTE 5 - RETIREMENT OF COMMON STOCK

On October 27, 2005, Acies retired 1,241,456 shares of common stock in two
separate transactions. In settlement of a claim against a former officer of the
Company, 1,041,456 shares of common stock were returned and retired in exchange
for $5,000. Pursuant to the Exchange Agreement in connection with the reverse
merger through which Acies became a public company, a third-party company which
had provided services to Acies in exchange for common stock returned 200,000
shares which were retired. Giving effect to these transactions, and the
restricted stock award discussed in Note 6, as of February 6, 2006, Acies had
48,463,751 common shares outstanding.

NOTE 6 - SUBSEQUENT EVENT - RESTRICTED STOCK AWARD

Effective February 1, 2006, Acies awarded 1,650,000 shares of common stock to
its chief financial officer, Jeffrey A. Tischler. All of the shares are
unregistered, 825,000 shares vested as of February 1, 2006, with the remaining
825,000 shares vesting as of August 1, 2006 assuming Mr. Tischler still has an
employment or service relationship with the company.

                                       7
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

                           FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-QSB that are not historical
facts are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," "will," or the negative or other variations, or by
discussions of strategy that involve risks and uncertainties. We urge you to be
cautious of the forward-looking statements, that such statements, which are
contained in this Form 10-QSB, reflect our current beliefs with respect to
future events and involve known and unknown risks, uncertainties and other
factors affecting our operations, market growth, services, products and
licenses. No assurances can be given regarding the achievement of future
results, as actual results may differ materially as a result of the risks we
face, and actual events may differ from the assumptions underlying the
statements that have been made regarding anticipated events. Factors that may
cause actual results, our performance or achievements, or industry results, to
differ materially from those contemplated by such forward-looking statements
include without limitation:

1. Our ability to attract and retain management, and to integrate and maintain
technical information and management information systems;

2. Our ability to generate customer demand for our services;

3. The intensity of competition; and

4. General economic conditions.

The foregoing is not intended to be an exhaustive list of all factors that could
cause actual results to differ materially from those expressed in
forward-looking statements made by Acies Corporation. Investors are encouraged
to review the risk factors set forth in Acies Corporation's most recent Form
10-KSB as filed with the Securities and Exchange Commission in June 2005.

All written and oral forward-looking statements made in connection with this
Form 10-QSB that are attributable to us or persons acting on our behalf are
expressly qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.

OVERVIEW

Acies Corporation ("Acies"), through its wholly owned subsidiary Acies, Inc., is
engaged in the business of delivering payment processing and online banking
solutions to small, medium and large size merchants across the United States.
Our fiscal year ends on March 31. References to a fiscal year refer to the
calendar year in which such fiscal year ends.

On July 2, 2004, we acquired approximately 99.2%, and subsequently thereto
acquired the remaining 0.8%, of the issued and outstanding common stock of Acies
in exchange for 26,150,000 newly issued shares of our common stock pursuant to
an Exchange Agreement whereby Acies became our wholly-owned subsidiary (the
"Exchange"). As a result of the Exchange, control of our company shifted to the
former shareholders of Acies.

On July 13, 2004, we entered into an agreement with Terence Channon, our former
President and Chief Executive Officer, whereby we agreed to transfer all of our
assets held immediately prior to the Exchange, and all of our then existing
liabilities, to Terence Channon in consideration for Mr. Channon's cancellation
of 4,285,000 shares of our common stock. To facilitate this agreement, we also
entered into an agreement with a third party to purchase 200,000 shares of our
common stock held by a third party for $.001 per share (or an aggregate of
$200), which shares our Board of Directors have also approved for cancellation.

Our principal executive offices are located at 14 Wall Street, Suite 1620, New
York, NY 10005 and our telephone number is (800) 361-5540. We are incorporated
in the State of Nevada.

RESULTS OF OPERATIONS - THREE MONTHS ENDED DECEMBER 31, 2005 COMPARED WITH THREE
MONTHS ENDED DECEMBER 31, 2004

REVENUES

Net revenues increased $1,555,468 (or 134%) to $2,716,075 for the three months
ended December 31, 2005, as compared to net revenues of $1,160,607 for the three
months ended December 31, 2004. The increase in net revenues was principally due
to an increase in merchant processing revenues resulting from the addition of
new customers.

Cost of revenues increased $1,361,643 (or 147%) to $2,285,933 for the three
months ended December 31, 2005, as compared to cost of revenues of $924,290 for
the three months ended December 31, 2004. The increase in cost of revenues was
principally attributable to the increase in merchant processing costs that
resulted from increasing merchant processing revenues.

                                       8
<PAGE>

Gross margin increased $193,825 (or 82%) to $430,142 for the three months ended
December 31, 2005, as compared to gross margin of $236,317 for the three months
ended December 31, 2004. The increase in gross margin is directly attributable
to the increase in net revenues that was partially offset by the increase in
costs of revenues.

GENERAL, ADMINISTRATIVE AND SELLING EXPENSES

General, administrative and selling ("G&A") expense decreased $55,835 (or 10%)
to $520,385 for the three months ended December 31,2005, as compared to G&A
expense of $576,220 for the three months ended December 31,2004. The decrease in
G&A expense was primarily attributable to the Company having incurred in the
prior year period expenses for services in connection with becoming a public
company, which was principally paid for with the issuance of common stock valued
at $250,000, offset by increases in salaries, insurance and other G&A expenses
reflecting the growth of the Company.

INTEREST EXPENSE AND INTEREST INCOME

We had no interest expense and insignificant interest income for the three
months ended December 31, 2005, as compared to $3,000 of interest expense and
insignificant interest income for the three months ended December 31,2004.

NET LOSS

We had a net loss of $90,135 for the three months ended December 31,2005, as
compared to a net loss of $415,341 for the three months ended December 31,2004.
The decrease in net loss is principally attributable to the increase in gross
margin, with an additional positive impact resulting from the decrease in G&A
expense.

RESULTS OF OPERATIONS - NINE MONTHS ENDED DECEMBER 31, 2005 COMPARED WITH NINE
MONTHS ENDED DECEMBER 31, 2004

REVENUES

Net revenues increased $3,670,182 (or 134%) to $6,409,761 for the nine months
ended December 31, 2005, as compared to net revenues of $2,739,579 for the nine
months ended December 31, 2004. The increase in net revenues was principally due
to an increase in merchant processing revenues resulting from the addition of
new customers.

Cost of revenues increased $3,207,813 (or 143%) to $5,445,650 for the nine
months ended December 31, 2005, as compared to cost of revenues of $2,237,797
for the nine months ended December 31, 2004. The increase in cost of revenues
was principally attributable to the increase in merchant processing costs that
resulted from increasing merchant processing revenues.

Gross margin increased $462,329 (or 92%) to $964,111 for the nine months ended
December 31, 2005, as compared to gross margin of $501,782 for the nine months
ended December 31, 2004. The increase in gross margin is directly attributable
to the increase in net revenues that was partially offset by the increase in
costs of revenues.

GENERAL, ADMINISTRATIVE AND SELLING EXPENSES

General, administrative and selling ("G&A") expense decreased $1,602,285 (or
51%) to $1,526,282 for the nine months ended December 31, 2005, as compared to
G&A expense of $3,128,567 for the nine months ended December 31, 2004. The
decrease in G&A expense was primarily attributable to the Company having
incurred in the prior year period expenses for services in connection with
becoming a public company, which was principally paid for with the issuance of
common stock valued at $1,862,990.

LOSS ON EXTINGUISHMENT OF DEBT

During the nine months ended December 31, 2005, the Company incurred a loss of
$28,453 on extinguishment of debt resulting from the conversion of $100,000 of
debt and $5,947 of accrued interest into 700,000 shares of common stock. During
the nine months ended December 31, 2004 we incurred a loss of $72,447 on
extinguishment of debt resulting from the conversion of $100,000 of debt and
$2,522 of accrued interest into 700,000 shares of common stock.

INTEREST EXPENSE AND INTEREST INCOME

We had interest expense of $1,063 and interest income of $4,087 for the nine
months ended December 31, 2005, as compared to $6,000 of interest expense and
insignificant interest income for the nine months ended December 31, 2004.

NET LOSS

We had a net loss of $587,600 for the nine months ended December 31, 2005, as
compared to a net loss of $2,705,171 for the nine months ended December 31,
2004. The decrease in net loss is principally attributable to the decrease in
G&A expense, with additional positive impact from the increase in gross margin.

                                       9
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

Total current assets as of December 31, 2005 were $1,108,654, consisting almost
entirely of net accounts receivable. Total current liabilities of $1,002,468
consisted of $940,685 in accounts payable, $11,784 in accrued expenses, and a
$50,000 note payable to Oleg Firer, President and Chief Executive Officer of the
Company. The Company borrowed these funds on December 31, 2005 and repaid the
note in full on January 11, 2006. As of December 31, 2005, we had working
capital of $106,186. The ratio of current assets to current liabilities was 111%
as of December 31, 2005.

Cash used in operating activities was $776,454 during the nine months ended
December 31, 2005, as compared with $636,354 during the nine months ended
December 31, 2004. The increase in cash used in operating activities reflects
the outlays necessary to achieve the growth in revenues, which should ultimately
result in positive operating cash flow.

As of May 31, 2005, Acies converted $105,947 of debt and accrued interest into
700,000 shares of stock, which had been held by M&A Capital Advisers ("M&A") as
collateral, valued at $134,400 (See Note 3 to the financial statements).

While Acies believes that it has sufficient current assets and operating cash
flow to sustain operations at its present level through the next twelve months
of operation, continued growth and reaching sustained profitability would
require additional financing. With no debt subsequent to January 11, 2006, the
Company is currently seeking and believes it can secure adequate financing
through various debt and/or equity channels. We do not have any commitments or
identified sources of additional capital from third parties or from our
officers, directors or majority shareholders. There is no assurance that
additional financing will be available on favorable terms, if at all. If we
should need to and are unable to raise such additional financing, it would have
a materially adverse effect upon our operations and our ability to fully
implement our business plan.

OFF BALANCE SHEET ARRANGEMENTS

We do not have any off balance sheet arrangements that are reasonably likely to
have a current or future effect on our financial condition, revenues, results of
operations, liquidity or capital expenditures.

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations
is based upon our financial statements, which have been prepared in accordance
with accounting principles generally accepted in the United States. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of any contingent assets and liabilities. On an
on-going basis, we evaluate our estimates. We base our estimates on various
assumptions that we believe to be reasonable under the circumstances, the
results of which form the basis for making judgments about carrying values of
assets and liabilities that are not readily apparent from other sources. Actual
results may differ from these estimates under different assumptions or
conditions.

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our financial
statements:

Revenue Recognition. We recognize revenue when persuasive evidence of an
arrangement exists, delivery has occurred, the sales price is fixed or
determinable, and collectibility is reasonably assured. Substantially all of our
revenue is derived from providing credit and debit card processing services, and
it is recognized when the services are rendered.

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment." SFAS No.
123R establishes standards for the accounting for transactions in which an
entity exchanges its equity instruments for goods or services. This Statement
focuses primarily on accounting for transactions in which an entity obtains
employee services in share-based payment transactions. SFAS No. 123R requires
that the fair value of such equity instruments be recognized as expense in the
historical financial statements as services are performed. Prior to SFAS No.
123R, only certain pro forma disclosures of fair value were required. SFAS No.
123R shall be effective for small business issuers as of the beginning of the
first interim or annual reporting period that begins after December 15, 2005.
The impact of the adoption of this new accounting pronouncement would be similar
to Acies' calculation of the pro forma impact on net income of FAS 123 included
in the footnotes to the financial statements.

Item 3. Controls and Procedures

Disclosure Controls and Procedures.

As of the end of the period covered by this report, the Company's management,
with the participation of the Company's chief executive officer and chief
financial officer, evaluated the effectiveness of the Company's disclosure
controls and procedures (as such term is defined in Rule 13a-15(e) under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")). Based on such
evaluation, the Company's chief executive officer and chief financial officer
have concluded that the Company's disclosure controls and procedures were
effective as of the end of the period covered by this report, to ensure that the
information required to be disclosed by the Company in the reports that it files
or submits under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the Commission's rules and forms.

                                       10
<PAGE>

Internal Control Over Financial Reporting.

There have not been any changes in the Company's internal control over financial
reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act)
during the last fiscal quarter to which this report relates that have materially
affected, or are reasonably likely to materially affect, the Company's internal
control over financial reporting.

                                       11
<PAGE>

                           Part II - OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not subject to any legal proceedings.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit
Number    Description

10.1      Restricted Stock Award Agreement (filed herewith)

31.1      Certification by Oleg Firer, Chief Executive Officer, pursuant to
            Section 302 of the Sarbanes-Oxley Act of 2002. (filed herewith)

31.2      Certification by Jeffrey A. Tischler, Chief Financial Officer,
            pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. (filed
            herewith)

32.1      Certification by Oleg Firer, Chief Executive Officer, pursuant to
            Section 906 of the Sarbanes-Oxley Act of 2002. (filed herewith)

32.2      Certification by Jeffrey A. Tischler, Chief Financial Officer,
            pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (filed
            herewith)

                                       12
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 14th day of
February 2006.

                                ACIES CORPORATION

By: /s/ Oleg Firer
    -------------------------
    Oleg Firer
    Chief Executive Officer

By:  /s/ Jeffrey A. Tischler
     ------------------------
     Jeffrey A. Tischler
     Chief Financial Officer

In accordance with the requirements of Section 13 or 15(d) of the Exchange Act,
the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

         SIGNATURE                        TITLE                    DATE
----------------------------  -----------------------------  -------------------

By: /s/ Oleg Firer              Chairman of the Board,        February 14, 2006
    ----------------------       President and Chief
        Oleg Firer                Executive Officer

                                       13
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>v035774_ex10-1.txt
<TEXT>
EXHIBIT 10.1

RESTRICTED STOCK AWARD AGREEMENT

                                ACIES CORPORATION

                        RESTRICTED STOCK AWARD AGREEMENT

      This Restricted Stock Award Agreement (the "Agreement") is made as of the
1st day of February, 2006 ("Date of Award"), between Acies Corporation, a Nevada
corporation (the "Company"), and Jeffrey A. Tischler (the "Awardee").

      WHEREAS, the Company desires to award the Awardee a restricted stock award
with respect to shares of the Company's common stock, par value $0.001 per
share (the "Common Stock"), as hereinafter provided;

      NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the parties hereto have
agreed, and do hereby agree, as follows:

      1. Grant. A restricted stock award ("Award") of 1,650,000 shares ("Award
Shares") of Common Stock is hereby granted by the Company to the Awardee subject
to the following terms and conditions.

      2. Transfer Restrictions. Subject to Section 3 below, none of the Award
Shares shall be sold, assigned, pledged or otherwise transferred, voluntarily or
involuntarily, by the Awardee. Award Shares with respect to which the
restrictions set forth in Section 3 of this Agreement have lapsed are referred
to herein as "Vested Shares". For purposes of this Agreement, the term "Shares"
shall refer to both Award Shares and Vested Shares.

      3. Release of Restrictions.

            (a) The restrictions set forth in Section 2 above shall lapse with
respect to 50% of the Award Shares on the Date of Award and with respect to the
remaining 50% of the Award Shares on the annual anniversary date of the Date of
Award such that all restrictions set forth in Section 2 above with respect to
the Award Shares shall have lapsed on the first anniversary of the Date of
Award; provided, however, that the Award Shares shall, to the extent that the
restrictions of Section 2 have not lapsed, be forfeited to the Company upon the
date that the Awardee no longer has an employment or service relationship with
the Company (or any Related Company) unless such employment or service
relationship has terminated due to the death or Disability of the Awardee. For
purposes of this Agreement, the term "Disability" shall mean a mental or
physical impairment of the Awardee that is expected to result in death or that
has lasted or is expected to last for a continuous period of 12 months or more
and that causes the Awardee to be unable, in the opinion of the Company, to
perform his or her duties for the Company or a Related Company and to be engaged
in any substantial gainful activity; and the term "Related Company" shall mean
any entity that, directly or indirectly, is in control of or is controlled by
the Company.

            (b) The restrictions set forth in Section 2 above with respect to
the Award Shares, to the extent they have not lapsed in accordance with
subsection (a) of this Section 3 and to the extent not related to shares which
previously have been forfeited to the Company, also shall lapse upon the
consummation of a Corporate Transaction.

            For purposes of the foregoing, a "Corporate Transaction" means the
consummation of either:

                  (i) a merger or consolidation of the Company with or into any
other corporation, entity or person; or

<PAGE>

                  (ii) a sale, lease, exchange or other transfer in one
transaction or a series of related transactions of all or substantially all the
Company's outstanding securities or all or substantially all the Company's
assets.

                  Notwithstanding the foregoing, a Corporate Transaction shall
not include a Related Party Transaction. A "Related Party Transaction" means (A)
a merger or consolidation of the Company in which the holders of shares of
Common Stock immediately prior to the merger hold at least a majority of the
shares of Common Stock in the successor corporation (or any parent of such
successor corporation) immediately after the merger; (B) a sale, lease, exchange
or other transaction in one transaction or a series of related transactions of
all or substantially all the Company's assets to a wholly-owned subsidiary
corporation; (C) a mere reincorporation of the Company or change in its state of
incorporation; or (D) a transaction undertaken for the sole purpose of creating
a holding company that will be owned in substantially the same proportion by the
persons who held the Company's securities immediately before such transaction.

      4. Effect of Prohibited Transfer. The Company shall not be required to (a)
transfer on its books any Shares that have been sold or transferred in violation
of any of the provisions set forth in this Agreement, or (b) treat as owner of
such Shares or to pay dividends or other distributions to any transferee to whom
any such Shares shall have been so sold or transferred.

      5. Restrictive Legend. All certificates representing Vested Shares shall
have affixed thereto a legend in substantially the following form, in addition
to any other legends that may be required under federal or state securities
laws:

            The shares of stock represented by this certificate are subject to
restrictions on transfer and a market stand-off agreement set forth in a certain
Restricted Stock Award Agreement between the corporation and the registered
owner of this certificate (or his predecessor in interest), and no transfer of
such shares may be made without compliance with that Agreement. A copy of that
Agreement is available for inspection at the office of Acies Corporation upon
appropriate request and without charge.

            The securities represented by this stock certificate have not been
registered under the Securities Act of 1933 (the "Act") or applicable state
securities laws (the "State Acts"), and shall not be sold, pledged,
hypothecated, donated, or otherwise transferred (whether or not for
consideration) by the holder except upon the issuance to the corporation of a
favorable opinion of its counsel and/or submission to the corporation of such
other evidence as may be satisfactory to counsel for the corporation, to the
effect that any such transfer shall not be in violation of the Act and the State
Acts."

      6. Investment Representations. Awardee understands that (i) the Shares
have not been registered under the Securities Act and are "restricted
securities" within the meaning of Rule 144 under the Securities Act; (ii) the
Shares cannot be sold, transferred or otherwise disposed of unless they are
subsequently registered under the Securities Act or an exemption from
registration is then available; (iii) in any event, the exemption from
registration under Rule 144 will not be available for at least one year and even
then will not be available unless a public market then exists for the Common
Stock, adequate information concerning the Company is then available to the
public, and other terms and conditions of Rule 144 are met; and (iv) there is
now no registration statement on file with the Securities and Exchange
Commission with respect to any stock of the Company and the Company has no
obligation or current intention to register the Shares under the Securities Act.

      7. Market Stand-Off. Following the effective date of a registration
statement of the Company filed under the Securities Act, the Awardee, for the
duration specified by and to the extent requested by the Company and an
underwriter of Common Stock or other securities of the Company, shall not
directly or indirectly sell, offer to sell, contract to sell (including, without
limitation, any short sale), grant any option to purchase, or otherwise transfer
or dispose of (other than to a donee who agrees to be similarly bound) any
securities of the Company held by the Awardee at any time during such period
except Common Stock (or other securities) included in such registration,
provided however, that all officers and directors of the Company and all persons
with registration rights with respect to the Company's capital stock enter into
similar agreements.

<PAGE>

      8. Invalidity or Unenforceability. It is the intention of the Company and
the Awardee that this Agreement shall be enforceable to the fullest extent
allowed by law. In the event that a court having jurisdiction holds any
provision of this Agreement to be invalid or unenforceable, in whole or in part,
the Company and the Awardee agree that, if allowed by law, that provision shall
be reduced to the degree necessary to render it valid and enforceable without
affecting the rest of this Agreement.

      9. Waiver. No delay or omission by the Company in exercising any right
under this Agreement shall operate as a waiver of that or any other right. A
waiver or consent given by the Company on any one occasion shall be effective
only in that instance and shall not be construed as a bar or waiver of any right
on any other occasion.

      10. Rights as Stockholder. The Awardee shall be entitled to all of the
rights of a stockholder with respect to the Shares including the right to vote
such Shares and to receive dividends and other distributions payable with
respect to such shares since the Date of Award.

      11. Custody of Share Certificates. Certificates for Award Shares shall be
issued in the Awardee's name and shall be held in the custody of the Company
until the restrictions with respect thereto lapse or such Shares are forfeited.
A certificate or certificates representing the Vested Shares as to which
restrictions have lapsed shall be delivered to the Awardee upon such lapse. This
Award is conditioned upon the Awardee endorsing in blank a stock power for the
Award Shares in the form of Exhibit A, such stock power to be held by the
Company until all Award Shares have become Vested Shares or have been forfeited.

      12. Government Regulations. Notwithstanding anything contained herein to
the contrary, the Company's obligation to issue or deliver certificates
evidencing the Vested Shares shall be subject to all applicable laws, rules and
regulations and to such approvals by any governmental agencies or national
securities exchanges as may be required.

      13. Section 83(b) Election. The Awardee hereby acknowledges that the
Awardee has been informed that, with respect to the Restricted Shares, the
Awardee may file an election with the Internal Revenue Service, within 30 days
of the issuance of the Restricted Shares, electing pursuant to Section 83(b) of
the Internal Revenue Code of 1986, as amended, (the "Code") to be taxed
currently on any difference between the purchase price of the Restricted Shares
and their fair market value on the date of purchase. Absent such an election,
taxable income will be measured and recognized by the Awardee at the time or
times at which the forfeiture restrictions on the Restricted Shares lapse. The
Awardee is strongly encouraged to seek the advice of his own tax consultants in
connection with the issuance of the Restricted Shares and the advisability of
filing of the election under Section 83(b) of the Code. A form of Election under
Section 83(b) is attached hereto as Exhibit B for reference.

THE AWARDEE ACKNOWLEDGES THAT IT IS NOT THE COMPANY'S, BUT RATHER THE AWARDEE'S
SOLE RESPONSIBILITY TO FILE THE ELECTION UNDER SECTION 83(b) TIMELY.

      14. Withholding Taxes. The Company shall have the right to require the
Awardee to remit to the Company, or to withhold from amounts payable to the
Awardee, as compensation or otherwise, an amount sufficient to satisfy all
federal, state and local withholding tax requirements (including, without
limitation, any tax resulting from (i) the expiration of restrictions set forth
hereunder that are applicable to any particular Restricted Shares or (ii) an
election made by the Awardee under Section 83(b) of the Code).

      15. Awardee Representations. (a) The Awardee has reviewed with his own tax
advisors the federal, state, local and foreign tax consequences of the
transactions contemplated by this Agreement. The Awardee is relying solely on
such advisors and not on any statements or representations of the Company or any
of its agents, if any, made to the Awardee. The Awardee understands that the
Awardee (and not the Company) shall be responsible for the Awardee's own tax
liability arising as a result of the transactions contemplated by this
Agreement.

<PAGE>

            (b) Circular 230 Disclaimer: Nothing contained in this discussion of
certain federal income tax considerations is intended or written to be used, and
cannot be used, for the purpose of (i) avoiding tax-related penalties under the
Internal Revenue Code or (ii) promoting, marketing, or recommending to another
party any transactions or tax-related matters addressed herein.

      16. Employment. Neither this Agreement nor any action taken hereunder
shall be construed as giving the Awardee any right of continuing employment by
the Company.

      17. Governing Law. This Agreement shall be construed under the laws of the
State of Nevada, without regard to choice of law principles.

      18. Other Agreements. This Agreement constitutes the entire understanding
between Awardee and the Company relatng to the Award and any prior agreements,
commitments, understandings and/or negatiations concerning this Award are hereby
superseded. This Agreement may only be amended by written agreement between the
Awardee and the Company.

      IN WITNESS WHEREOF, the Company has caused this Award to be granted on the
date first above written.

                                               ACIES CORPORATION

                                               By:/s/ Oleg Firer
                                                  --------------
                                               Name:  Oleg Firer
                                               Title: Chief Executive Officer

Accepted:
Awardee

/s/ Jeffrey A. Tischler
-----------------------
Jeffrey A. Tischler
Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>3
<FILENAME>v035774_ex31-1.txt
<TEXT>
EXHIBIT 31.1

CERTIFICATION

I, Oleg Firer, Chief Executive Officer, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Acies Corporation;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and we have:

      a)    designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant is made known to us by others within the Corporation,
            particularly during the period in which this report is being
            prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      c)    disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent function):

      a)    all significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

A signed original of this written statement required by Section 302 has been
provided to Acies Corporation and will be retained by Acies Corporation and
furnished to the Securities and Exchange Commission or its staff upon request.

Date: February 14, 2006

                              /s/ Oleg Firer
                              ---------------------------
                                  Oleg Firer
                                  Chief Executive Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>4
<FILENAME>v035774_ex31-2.txt
<TEXT>
EXHIBIT 31.2

CERTIFICATION

I, Jeffrey A. Tischler, Chief Financial Officer, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Acies Corporation;

2.    Based on my knowledge, this annual report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this report, fairly present in all material
      respects the financial condition, results of operations and cash flows of
      the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
      and we have:

      a)    designed such disclosure controls and procedures, or caused such
            disclosure controls and procedures to be designed under our
            supervision, to ensure that material information relating to the
            registrant is made known to us by others within the Corporation,
            particularly during the period in which this report is being
            prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures and presented in this report our conclusions about
            the effectiveness of the disclosure controls and procedures, as of
            the end of the period covered by this report based on such
            evaluation; and

      c)    disclosed in this report any change in the registrant's internal
            control over financial reporting that occurred during the
            registrant's most recent fiscal quarter that has materially
            affected, or is reasonably likely to materially affect, the
            registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer and I have disclosed, based on
      our most recent evaluation of internal control over financial reporting,
      to the registrant's auditors and the audit committee of registrant's board
      of directors (or persons performing the equivalent function):

      a)    all significant deficiencies and material weaknesses in the design
            or operation of internal control over financial reporting which are
            reasonably likely to adversely affect the registrant's ability to
            record, process, summarize and report financial information; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal control over financial reporting.

A signed original of this written statement required by Section 302 has been
provided to Acies Corporation and will be retained by Acies Corporation and
furnished to the Securities and Exchange Commission or its staff upon request.

Date: February 14, 2006

                              /s/ Jeffrey A. Tischler
                              ---------------------------
                                  Jeffrey A. Tischler
                                  Chief Financial Officer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>5
<FILENAME>v035774_ex32-1.txt
<TEXT>
EXHIBIT 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Acies Corporation (the "Company") on
Form 10-QSB for the period ending December 31, 2005, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Oleg
Firer, acting in the capacity as the Chief Executive Officer of the Company,
certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and result of operations of the Company.

The foregoing certification is being furnished solely pursuant of the
Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63
of Title 18, United States Code) and is not being filed as part of the Form
10-QSB or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been
provided to Acies Corporation and will be retained by Acies Corporation and
furnished to the Securities and Exchange Commission or its staff upon request.

                              /s/ Oleg Firer
                              -----------------------
                              Oleg Firer
                              Chief Executive Officer

                              February 14, 2006
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>6
<FILENAME>v035774_ex32-2.txt
<TEXT>
EXHIBIT 32.2

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Acies Corporation (the "Company") on
Form 10-QSB for the period ending December 31, 2005, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Jeffrey
A. Tischler, acting in the capacity as the Chief Financial Officer of the
Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)   The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all material
      respects, the financial condition and result of operations of the Company.

The foregoing certification is being furnished solely pursuant of the
Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63
of Title 18, United States Code) and is not being filed as part of the Form
10-QSB or as a separate disclosure document.

A signed original of this written statement required by Section 906 has been
provided to Acies Corporation and will be retained by Acies Corporation and
furnished to the Securities and Exchange Commission or its staff upon request.

                              /s/ Jeffrey A. Tischler
                              -----------------------
                              Jeffrey A. Tischler
                              Chief Financial Officer

                              February 14, 2006
</TEXT>
</DOCUMENT>
</SUBMISSION>
