SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).
1. Name and Address of Reporting Person*
Firer Oleg

(Last) (First) (Middle)
3363 N.E. 163RD STREET
SUITE 705

(Street)
NORTH MIAMI BEACH FL 33160

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ACIES CORP [ ACIE.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President, CEO and acting CFO
3. Date of Earliest Transaction (Month/Day/Year)
11/19/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 07/18/2009 J(1) 17,895,723 D $0.001 9,634,286 D
Common Stock 11/19/2009 J(2) 22,328,200 A $0.01 31,278,100(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock $0.01 11/12/2009 A 333,334 11/12/2009 11/12/2014 Common Stock 333,334 $0.01 2,000,000 D
Common Stock $0.01 11/12/2009 A 333,333 11/12/2010 11/12/2014 Common Stock 333,334 $0.01 2,000,000 D
Common Stock $0.01 11/12/2009 A 333,333 11/12/2011 11/12/2014 Common Stock 333,334 $0.01 2,000,000 D
Explanation of Responses:
1. On or about June 18, 2008, six (6) different stockholders of Acies Corporation (the "Company"), holding an aggregate of 17,895,723 shares of the Company's common stock, entered into Proxy Agreements with Oleg Firer whereby they appointed Mr. Firer as proxy with full power of substitution to such stockholder's shares of common stock at any annual or special meeting held with thirteen (13) months of each particular stockholders' entry into the Proxy Agreements, which Proxy Agreements expired on July 18, 2009.
2. On about November 19, 2009, Oleg Firer, the Company's CEO and Director and the Company entered into a 2nd Amended and Restated Promissory Note, to amend and restate Mr. Firer's outstanding promissory note in the principal amount of $223,282, which amount included principal of $185,000 and accrued and unpaid interest of $38,282 (the "Amended Firer Note"). Pursuant to the Amended Firer Note, the Company agreed to reduce the conversion price of the note from $0.02 per share to $0.01 per share in consideration for Mr. Firer agreeing to immediately convert such Amended Firer Note and accrued and unpaid interest in the aggregate amount of $223,282 into 22,328,200 shares of the Company's restricted common stock. Immediately following the Company's entry into the Amended Firer Note, Mr. Firer converted the entire principal and accrued interest outstanding under the note into 22,328,200 shares of the Company's restricted common stock, which shares were physically issued in January 2010.
3. Mr. Firer also indirectly beneficially owns 684,376 shares of common stock, as a result of his ownership of one-third of the issued and outstanding shares of GM Merchant Solution, Inc., a New York corporation ("GM-NY"), and one third of the membership interests of GMS Worldwide Solution, LLC, a New York limited liability company ("GMS-NY").
/s/ Oleg Firer 01/22/2010
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.