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 o

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of November 14, 2005, the issuer had 46,813,751shares of common stock, par value $.001 per share, issued and outstanding.

We are filing this Amendment No. 1 on Form 10-QSB for the periods ended September 30, 2005 for the purpose of amending certain information appearing in the 10-QSB in Part I Item 1 and in Item 2 Management’s Discussion and Analysis, Overview section. In those sections we have corrected for an error relating to the accounting for certain merchant terminal equipment which was placed at merchant locations with ownership maintained by the Company. The previously issued financial statements for the periods ended September 30, 2005 erroneously presented the cost relating to this equipment in the statement of operations as an expense included in cost of revenue. The net impact of correcting the error on the statements of operations for the three months ended September 30, 2005 is to reduce the net loss by $43,957.

	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

ASSETS
Current Assets
Cash	$	120,183
Accounts receivable, net		764,667
Total current assets		884,850


Prepaid Assets and Deposit		54,743
Merchant Terminal Equipment, net of accumulated depreciation of $4,489		43,957
Fixed assets, net of accumulated depreciation of $6,342		34,334
Total Assets	$	1,017,884

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable	$	686,600
Accrued expenses		11,785

Total current liabilities		698,385

Commitment and contingencies		—

Shareholders' Equity
Common stock, $.001 par value, 200,000,000 shares authorized, 48,055,207 shares issued and outstanding		48,055
Additional paid in capital		4,137,961
Accumulated deficit		(3,866,517	)
Total shareholders' equity		319,499

Total Liabilities and Shareholders' Equity	$	1,017,884

	Three Months Ended September 30						Six Months Ended September 30
	2005			2004			2005			2004
	(As Restated)						(As Restated)
Net revenues	$	2,045,165		$	870,745		$	3,693,686		$	1,578,972
Cost of revenues		1,761,709			713,123			3,115,760			1,313,507
Gross margin		283,456			157,622			577,926			265,465

General, administrative and selling		543,150			2,227,459			1,005,960			2,552,347

Operating loss		(259,694	)		(2,069,837	)		(428,034	)		(2,286,882	)

Loss on extinguishment of debt		—			—			(28,453	)		—
Interest expense		—			(3,000	)		(1,000	)		(3,000	)
Interest income		1,525			30			3,979			51

Net loss	$	(258,169	)	$	(2,072,807	)	$	(453,508	)	$	(2,289,831	)

Basic and diluted net loss per share	$	(0.01	)	$	(0.06	)	$	(0.01	)	$	(0.07	)
Weighted average shares outstanding		48,055,207			32,402,493			48,055,207			32,083,651

	Six Months Ended September 30
	2005			2004
	(As Restated)
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(453,508	)	$	(2,289,831	)
Adjustments to reconcile net loss to cash used in operating activities:

Depreciation expense - fixed assets and merchant equipment		8,016			—
Loss on extinguishment of debt		28,453			—
Stock issued for services		—			1,610,437
Note payable issued for services		—			200,000
Changes in assets and liabilities:
Accounts receivable		(326,385	)		(156,465	)
Prepaid expenses and deposit		(18,701	)		(36,042	)
Accounts payable		198,432			111,404
CASH FLOWS USED IN OPERATING ACTIVITIES		(563,693	)		(560,497	)

CASH FLOWS USED IN INVESTING ACTIVITIES
Purchase of merchant terminal equipment		(48,446	)
Purchase of fixed assets		(16,042	)		—

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of stock		—			650,000

NET CHANGE IN CASH		(628,181	)		89,503
Cash, beginning of period		748,364			7,847
Cash, end of period	$	120,183		$	97,350

Supplemental disclosures:

Cash paid for interest	$	1,000		$	—
Cash paid for income taxes	$	—		$	—

Non-cash items:

Conversion of debt to stock	$	134,400		$	—

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. 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.

The accompanying unaudited interim financial statements of Acies have been amended and restated. Acies typically places point of sale equipment at certain merchant locations as an inducement to generate revenue from processing services. Acies owns the equipment and typically receives a deposit thereon from the merchant. Should the merchant cease to be a customer, the equipment is returned to Acies for redeployment to a different merchant location, and the deposit returned to the merchant.

This equipment was expensed in our previously issued financial statements for this period; however, the appropriate accounting treatment should have been to capitalize the equipment, and depreciate it over a period of three years. This more appropriately matches expense with the revenue generated as the merchant agreements are for three years or longer.

The marketing approach of placing such equipment as described above commenced in a significant fashion in fiscal 2006, prior to which any such equipment placements were nominal. The company properly reported the accounting treatment for this equipment in its Annual Report on Form 10-KSB; however, we incorrectly reported the accounting treatment for this equipment in our previously issued financial statements for the periods ended September 30, 2005, and December 31, 2005, wherein this equipment was expensed and included in our cost of revenues. This amendment and restatement is required as correction of an error pursuant to Statement of Financial Accounting Standards No. 154, “Accounting Changes and Error Corrections.” The equipment was valued as follows as September 30, 2005.

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 ratably every quarter over two years. In September 2005, Acies granted 100,000 options to an independent director, which vest ratably 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 six months ended September 30, 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 September 30:

		Three Months Ended September 30						Six Months Ended September 30
		2005			2004			2005			2004
Net loss as reported		$	(258,169	)	$	(2,072,807	)	$	(453,508	)	$	(2,289,831	)

Add:	stock-based compensation determined under intrinsic value		—			—			—			—

Less:	compensation determined under fair value- based method		(38,589	)		(23,702	)		(76,058	)		(23,702	)

Pro forma net loss		$	(296,758	)	$	(2,096,509	)	$	(529,566	)	$	(2,313,533	)

Basic and diluted net loss per common share:

As reported		$	(0.01	)	$	(0.06	)	$	(0.01	)	$	(0.07	)

Pro forma		$	(0.01	)	$	(0.06	)	$	(0.01	)	$	(0.06	)

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. 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, as of November 14, 2005, Acies had 46,813,751 common shares outstanding.

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:

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.

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.

Net revenues increased $1,174,420 (or 135%) to $2,045,165 for the three months ended September 30, 2005, as compared to net revenues of $870,745 for the three months ended September 30, 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 $1,048,586 (or 147%) to $1,761,709 for the three months ended September 30, 2005, as compared to cost of revenues of $713,123 for the three months ended September 30, 2004. The increase in cost of revenues was principally attributable to the increase in merchant processing costs that resulted from increased merchant processing revenues.

Gross margin increased $125,834 (or 80%) to $283,456 for the three months ended September 30, 2005, as compared to gross margin of $157,622 for the three months ended September 30, 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 ("G&A") expense decreased $1,684,309 (or 76%) to $543,150 for the three months ended September 30, 2005, as compared to G&A expense of $2,227,459 for the three months ended September 30, 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 $1,610,437.

We had a net loss of $258,169 for the three months ended September 30, 2005, as compared to a net loss of $2,072,807 for the three months ended September 30, 2004. The decrease in net loss is principally attributable to the decrease in G&A expense, with an additional positive impact resulting from the increase in gross margin.

Net revenues increased $2,114,714 (or 134%) to $3,693,686 for the six months ended September 30, 2005, as compared to net revenues of $1,578,972 for the six months ended September 30, 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 $1,802,253 (or 137%) to $3,115,760 for the six months ended September 30, 2005, as compared to cost of revenues of $1,313,507 for the six months ended September 30, 2004. The increase in cost of revenues was principally attributable to the increase in merchant processing costs that resulted from increased merchant processing revenues.

Gross margin increased $312,461 (or 117%) to $577,926 for the six months ended September 30, 2005, as compared to gross margin of $265,465 for the six months ended September 30, 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 ("G&A") expense decreased $1,546,387 (or 61%) to $1,005,960 for the six months ended September 30, 2005, as compared to G&A expense of $2,552,347 for the six months ended September 30, 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 $1,610,437.

During the six months ended September 30, 2005, we 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. No such extinguishment occurred during the corresponding period of 2004.

We had a net loss of $453,508 for the six months ended September 30, 2005, as compared to a net loss of $2,289,831 for the six months ended September 30, 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.

Total current assets as of September 30, 2005 were $884,850, consisting of $120,183 of cash and $764,667 of net accounts receivable. Total current liabilities of $698,385 consisted of $686,600 of accounts payable and $11,785 in accrued expenses. As of September 30, 2005, we had working capital of $186,465. The ratio of current assets to current liabilities was 127% as of September 30, 2005.

Cash used in operating activities was $563,693 during the six months ended September 30, 2005, as compared with $560,497 during the six months ended September 30, 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.

Acies believes that it has sufficient cash, other current assets and operating cash flow to sustain foreseeable organic growth through the next twelve months of operations. In the event that this is not the case, or if Acies should choose to adopt a strategy of growth through acquiring portfolios of merchant accounts, Acies believes that it can secure additional capital through debt and/or equity financing. 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.

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 principals 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.

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.

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 and 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. 123 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.

(a) We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in 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 its management, including our 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-14(c). 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. We maintain that the controls and procedures in place do provide reasonable assurance that all necessary disclosures are communicated as required.

Subsequent to the end of the period covered by this interim report, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Financial Officer concluded that our disclosure controls and procedures were not effective to ensure that all material information required to be disclosed in this report has been made known to him in a timely fashion. This conclusion was based on a delay in our ability to correct an error wherein, based on a change in marketing strategy, certain merchant terminal equipment which was placed at merchant locations but continued to be owned by the Company was expensed when it should have been capitalized and subsequently depreciated over a three-year period. The correction of this error resulted in the restatement of our previously issued interim reports on Form 10-QSB for the quarter ended September 30, 2005. For the quarters ended September 30, 2005 correcting this error resulted in a positive impact to reduce the net loss in the period by $43,957.

The delay in the correction of this error was based on the difficulty of gathering the proper data for specific identification of all equipment, and has been appropriately recorded and disclosed in this Form 10Q-SB/A. We are in the process of improving our internal control over financial reporting in an effort to remediate this deficiency through improved supervision and training of our staff to properly control and maintain records relating to merchant terminal equipment. This deficiency has been disclosed to our Board of Directors. We believe that this effort is sufficient to fully remedy this deficiency and we are continuing our efforts to improve and strengthen our control processes and procedures. Our Chief Financial Officer and directors will continue to work with our auditors and other outside advisors to ensure that our controls and procedures are adequate and effective.

(b) Changes in internal controls over financial reporting. There have been no changes in Acies Corporation's internal controls over financial reporting that occurred during the last fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, Acies Corporation's internal control over financial reporting.

Exhibit Number		Description

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)

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 18th day of July 2006.

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

Description	Life		Amount
Merchant terminal equipment		3 years	$	48,446
Less: accumulated depreciation				4,489
			$	43,957

	As Previously Reported		Impact		Restated Amount
Total assets	$	973,927	$	43,957	$	1,017,884
Total shareholders’equity		275,542		43,957		319,499


	ACIES CORPORATION

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

SIGNATURE	TITLE	DATE

By: /s/ Oleg Firer	Chairman of the Board,	July 18, 2006
Oleg Firer	President and Chief Executive Officer

	As Previously Reported			Change			Restated Amount
Cost of revenues	$	1,805,666		$	(43,957	)	$	1,761,709
Operating loss		( 303,651	)		43,957			(259,694	)
Net loss		(302,126	)		43,957			(258,169	)



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