SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ACIES CORPORATION

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

004507208

(CUSIP Number)

Kurt Neubauer

6011 Westline Drive

Houston, Texas 77036

 Telephone: (713) 522-4701

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 29, 2012

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. []

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

|   1  |	Names of Reporting Persons.
	I.R.S. Identification Nos. of above persons (entities only).
	Kurt Neubauer
|   2  |	Check the Appropriate Box if a Member of a Group	(a)[ ]
		(b)[ ]
|   3  |	SEC Use Only
|   4  |	Source of Funds
	N/A
|   5  |	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	[ ]

|   6  |	Citizenship or Place of Organization
	United States

	| 7 | Sole Voting Power
	1,000 Series A Preferred Stock shares, which can vote 51% of the Company’s total common stock (equal to 1,288,584 voting shares as of the date of this filing).
Number of Shares	| 8 | Shared Voting Power
Beneficially	-0-
Owned by Each
Reporting	| 9 | Sole Dispositive Power
Person With	1,000 Series A Preferred Stock shares, which can vote 51% of the Company’s total common stock (equal to 1,288,584 voting shares as of the date of this filing)(subject to the terms of the Exchange Agreement described below).
	| 10 | Shared Dispositive Power
	-0-

|  11  |	Aggregate Amount Beneficially Owned by Each Reporting Person
	1,000 Series A Preferred Stock shares, which can vote 51% of the Company’s total common stock (equal to 1,288,584 voting shares as of the date of this filing).
|  12  |	Check if the Aggregate Amount in Row (11) Excludes Certain Shares
	N/A
|  13  |	Percent of Class Represented by Amount in Row (11)
	100% of the Company’s outstanding Series A Preferred Stock; and 51% of the Company’s outstanding voting stock.
|  14  |	Type of Reporting Person
	IN

Item 1. Security and Issuer

This Schedule 13D relates to the Common Stock of Acies Corporation (the “Company”).  The principal executive offices of the Company are located at 3363 N.E. 163rd Street, Suite 705, North Miami Beach, Florida 33160.

Item 2. Identity and Background

(a)-(c)  This Statement on Schedule 13D is being filed by Kurt Neubauer.  Mr. Neubauer’s business address is 6011 Westline Drive, Houston, Texas 77036.  Mr. Neubauer is the Chief Executive Officer of Champion Entertainment, Inc., which develops, produces and distributes family and faith based content for the film and television industry.

(d)-(e)  During the last five years, Mr. Neubauer: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

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(f)  Mr. Neubauer is a citizen of the United States.

Item 3. Source of Amount of Funds or Other Compensation

On November 29, 2012, the Company, Champion Entertainment, Inc., a private Texas corporation (“Champion”), Oleg Firer, the Company’s President and Director, Steven Wolberg, the Company’s Director and Chief Strategy Officer (Mr. Firer and Mr. Wolberg, collectively, the “Sellers”) and Mr. Neubauer, entered into a Capital Stock Exchange Agreement (the “Exchange Agreement”).

Pursuant to the Exchange Agreement, on the closing date (the “Closing”), which is subject to the Closing Conditions, described below, the Company will exchange 81,003,000 shares of its restricted common stock for 100% of the outstanding common stock of Champion, the result of which will be that Champion will become a wholly-owned subsidiary of the Company and the shareholders of Champion will become the Company’s majority common stock shareholders.  

The conditions which have to occur prior to Closing the Exchange Agreement include the following “Closing Conditions”:

· The Sellers have to assume or discharge all of the liabilities of the Company other than funds owed to the Company’s Transfer Agent and certain other transaction related expenses (including the cost of bringing the Company’s filings with the SEC current), which have been agreed to be paid by Champion;

· The Company shall have obtained audits of its financial statements for the years ended December 31, 2011 and 2012;

· The Company shall be current in its Securities and Exchange Commission filings;

· A Form 8-K disclosing the Closing of the Exchange Agreement shall have been drafted and be ready to be filed;

· The Company shall have obtained confirmation from FINRA that it is compliant with FINRA rules and regulations; and

· The Sellers shall have entered into a lock-up agreement limiting the sale of their shares of the Company for a period of two years, as further described in the Exchange Agreement.

The Exchange Agreement further provided that Champion would be responsible for paying all costs and expenses associated with bringing the Company’s filings current with the Securities and Exchange Commission; provided that the Sellers agreed to reimburse such costs and expenses in the event the Exchange Agreement is terminated by Champion due to the breach of the agreement by the Company or Sellers.

Additionally, the Exchange Agreement provided that upon the parties entry into the Exchange Agreement, Mr. Firer would transfer the 1,000 shares of Series A Preferred Stock which he held to Mr. Neubauer, pending the Closing of or the termination of the Exchange Agreement, which shares have been transferred to date.  The Series A Preferred Stock give the holder thereof the right to vote 51% of the shareholder vote on any and all shareholder matters (the “Super Majority Voting Rights”).  

The Exchange Agreement can be cancelled by any party if the Closing Conditions cannot be satisfied within nine months following the execution date of the Share Exchange (July 29, 2013), or upon a breach of the agreement (subject to the cure provisions set forth in the Exchange Agreement), by the non-breaching party.  Upon any termination of the Exchange Agreement, Mr. Neubauer is required to transfer the Series A Preferred Stock Shares and therefore control of the Company back to Mr. Firer.

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Item 4. Purpose of Transaction

Mr. Neubauer acquired the securities for investment purposes.  In the future, depending on general market and economic conditions affecting the Company and other relevant factors, Mr. Neubauer may purchase additional securities of the Company or dispose of some or all of the securities he currently owns from time to time in open market transactions, private transactions or otherwise.

Mr. Neubauer does not currently have any plans or proposals which relate to or would result in the following, other than pursuant to the Exchange Agreement, described above:

(a) the acquisition by persons of additional securities of the Company, or the disposition of securities of the Company;

(b) a reorganization involving the Company;

(c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries;

(d) a change in the present board of directors and management of the Company, including plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) a material change in the present capitalization or dividend policy of the Company;

(f) other material changes in the Company’s business or corporate structure;

(g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person;

Mr. Neubauer does not have any plans or proposals which relate to or result in:

(h) causing a class of securities of the Company to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(j) any action similar to any of those enumerated in (h) through (j), above.

Item 5. Interest in Securities of the Issuer

(a) Mr. Neubauer beneficially owns an aggregate of 1,000 Series A Preferred Stock shares, which can vote 51% of the Company’s total common stock (equal to 1,288,584 voting shares as of the date of this filing).

(b) Mr. Neubauer has the sole power to vote or to direct the vote of and sole power to dispose or direct the disposition of 1,000 Series A Preferred Stock shares, which can vote 51% of the Company’s total common stock (equal to 1,288,584 voting shares as of the date of this filing).

(c) See Item 3, above.

(d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by Mr. Neubauer.

(e) N/A.

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Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to Securities of the Issuer

Mr. Firer and Mr. Neubauer are subject to the terms and conditions of a Stock Transfer Agreement, dated December 5, 2012, which governs the terms and conditions of the transfer of the Series A Preferred Stock and the right of Mr. Firer to have such Series A Preferred Stock transferred back to him in the event of the termination of the Exchange Agreement, as discussed above.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description of Exhibit
10.1*	Stock Transfer Agreement

* Filed herewith.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: December 26, 2012

By:/s/ Kurt Neubauer              

            Kurt Neubauer                             

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EX-10.1

Exhibit 10.1

STOCK TRANSFER AGREEMENT

This Stock Transfer Agreement (this “Agreement”) dated December __, 2012, is made by and among Oleg Firer, an individual (the “Firer”) and Kurt Neubauer, an individual (the “Neubauer”).

WHEREAS, Firer, Neubauer and certain third parties have previously entered into that certain Capital Stock Exchange Agreement dated November 29, 2012 (the “Exchange Agreement”), relating to the acquisition by Champion Entertainment, Inc., a Texas corporation of a controlling interest in the common stock of Acies Corporation, a Nevada corporation (“Acies”);

WHEREAS, a required term and condition of the Exchange Agreement, was the transfer by Firer, to Neubauer (the “Transfer”), of 1,000 shares of Series A Preferred Stock of Acies, held by Firer, providing the holder thereof, super majority voting rights (the “Series A Stock”);

WHEREAS, no physical certificate was ever issued by Acies or its Transfer Agent to evidence the Series A Stock, and instead the Series A Stock is currently held by Firer only in book entry, non-certificated form; and

WHEREAS, the parties desire to enter into this Agreement to provide for the Transfer of the Series A Stock, in connection with the Exchange Agreement, and pursuant to the terms and conditions of this Agreement

NOW, THEREFORE, in consideration of the mutual agreements contained herein, $10 and for other good and valuable consideration, the receipt and sufficiency of which Firer hereby acknowledges, Firer and Neubauer do hereby agree as follows:

1. Series A Stock.

1.1. Firer owns the Series A Stock beneficially and of record, free and clear of any lien, pledge, security interest or other encumbrance, and, upon Transfer of the Series A Stock as provided in this Agreement, Neubauer will acquire good and valid title to the Series A Stock, free and clear of any lien, pledge, security interest or other encumbrance.  The Series A Stock is not the subject of any voting trust or option agreement or other agreement relating to the voting thereof or restricting in any way the sale or transfer thereof except for this Agreement.  Firer has full right and authority to Transfer such Series A Stock pursuant to the terms of this Agreement.

1.2. Immediately upon the parties’ execution of this Agreement, Firer shall be deemed to have automatically transferred ownership, right, title and interest of the Series A Stock to Neubauer, subject to the Exchange Agreement and subject to the Termination Rights below.

Stock Transfer Agreement

Page 1 of 5

1.3. Acies and/or Acies’ Transfer Agent shall be authorized to take whatever action necessary, if any, following the parties’ entry into this Agreement, to reflect the Transfer of the Series A Stock, which shall not require the approval and/or consent of Firer (which approval and consent shall conclusively be established by Firer’s execution of this Agreement and the Exchange Agreement), and Firer hereby agrees to release Acies and Acies’ Transfer Agent from any and all liability whatsoever in connection with the Transfer of the Series A Stock.

1.4. Notwithstanding the above, Firer covenants that he will, whenever and as reasonably requested by Acies and the Transfer Agent, at his sole cost and expense, do, execute, acknowledge and deliver any and all such other and further reasonable acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as Acies or the Transfer Agent may reasonably require in order to complete, insure and perfect the Transfer, if such may be reasonably required by Acies and/or Acies’ Transfer Agent.

2. Termination Rights.

2.1. As set forth in greater detail in the Exchange Agreement, in the event of the termination of the Exchange Agreement, pursuant to its terms (a “Termination”), Neubauer shall take prompt action to transfer the Series A Stock back to Firer (the “Termination Rights”).

2.2. Acies and/or Acies’ Transfer Agent shall be authorized to take whatever action necessary, if any, following a Termination, to reflect the transfer of the Series A Stock to Firer, which shall not require the approval and/or consent of Neubauer (which approval and consent shall conclusively be established by Neubauer’s execution of this Agreement and the Exchange Agreement), and Neubauer hereby agrees to release Acies and Acies’ Transfer Agent from any and all liability whatsoever in connection with the transfer of the Series A Stock to Firer upon a Termination.

2.3. Notwithstanding the above, Neubauer covenants that he will, whenever and as reasonably requested by Acies and the Transfer Agent, at his sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as Acies or the Transfer Agent may reasonably require in order to complete, insure and perfect the transfer to Firer of the Series A Stock upon a Termination, if such may be reasonably required by Acies and/or Acies’ Transfer Agent.

Stock Transfer Agreement

Page 2 of 5

2.4. Until the closing of all of the transactions contemplated by the Exchange Agreement, Neubauer shall not sell, agree to sell, provide any option in connection therewith, transfer, hypothecate, pledge or otherwise encumber the Series A Preferred Stock.

3. Representations and Warranties of Neubauer. Neubauer represents the following to Firer and Acies:

3.1. The Series A Stock will be acquired for investment for Neubauer’s own account, not as a nominee or agent, and not with a view to the public resale or distribution thereof, and Neubauer has no present intention of selling, granting any participation in, or otherwise distributing the same.

3.2. Neubauer understands the Series A Stock is characterized as “restricted securities” under the Securities Act of 1933, as amended (the “1933 Act”) inasmuch as it is being acquired in a transaction not involving a public offering and that under the 1933 Act and applicable regulations thereunder such securities may be resold without registration under the 1933 Act only in certain limited circumstances.  In this connection, Neubauer represents that he is familiar with Rule 144 promulgated under the 1933 Act, and understands the resale limitations imposed thereby and by the 1933 Act.

3.3. Neubauer understands that the certificate representing the Series A Stock,  will have placed upon it the following, or similar legend, as well as a legend relating to the Termination Rights:

THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THE TRANSFEROR FIRST SATISFIES THE ISSUER THAT THE PROPOSED TRANSFER, IN THE MANNER PROPOSED, DOES NOT VIOLATE THE REGISTRATION REQUIREMENTS OF SAID ACT.

3.4. Neubauer acknowledges that the Series A Stock has not been registered under the 1933 Act and that such securities may not be resold unless subsequently registered or an exemption from such registration is available.  In addition, Neubauer acknowledges that (a) Neubauer has been granted the opportunity to ask questions of, and receive answers from, representatives of Acies concerning Acies and the terms and conditions of the acquisition of the Series A Stock and to obtain any additional information Neubauer deems necessary; (b) Neubauer’s knowledge and experience in financial business matters is such that Neubauer is capable of evaluating the merits and risks of the investment in the Series A Stock; and (c) Neubauer has carefully reviewed the terms and provisions of this Agreement and the Exchange Agreement and has evaluated the restrictions and obligations contained herein.

Stock Transfer Agreement

Page 3 of 5

3.5. Neubauer acknowledges that he is an “accredited investor” as such term is defined in Rule 501 under the 1933 Act.

4. Further Assurances.   Firer and Neubauer agree that, from time to time, each of them will take such other action and to execute, acknowledge and deliver such contracts, deeds, or other documents (a) as may be reasonably requested and necessary or appropriate to carry out the purposes and intent of this Agreement; or (b) to effect or evidence the transfer of the Series A Stock, both from Firer to Neubauer upon execution of this Agreement, or, in connection with the Termination Rights, from Neubauer to Firer.

5. Miscellaneous.

5.1. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their successors and permitted assigns.

5.2. Nothing in this Agreement shall be deemed to create any right in any creditor or other person not a party hereto and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party, provided that Acies shall be able to rely on this Agreement and the representations herein for any and all purposes.

5.3. No amendment, modification, restatement or supplement of this Agreement shall be valid unless the same is in writing and signed by the parties hereto.  No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom that waiver is sought to be enforced.

5.4. Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

5.5. This Agreement may be executed in several counterparts, each of which is an original.  It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.  A copy of this Agreement signed by one Party and faxed to another Party shall be deemed to have been executed and delivered by the signing party as though an original.  A photocopy of this Agreement shall be effective as an original for all purposes.

Stock Transfer Agreement

Page 4 of 5

5.6. The parties agree that the covenants and obligations contained in this Agreement relate to special, unique and extraordinary matters and that a violation of any of the terms hereof or thereof would cause irreparable injury in an amount which would be impossible to estimate or determine and for which any remedy at law would be inadequate.  As such, the parties agree that if either party fails or refuses to fulfill any of its obligations under this Agreement or to make any payment or deliver any instrument required hereunder or thereunder, then the other party shall have the remedy of specific performance, which remedy shall be cumulative and nonexclusive and shall be in addition to any other rights and remedies otherwise available under any other contract or at law or in equity and to which such party might be entitled.

5.7. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF.

5.8. Each of the parties hereby: (a) irrevocably submits to the non-exclusive personal jurisdiction of any Texas court, over any claim arising out of or relating to this Agreement and irrevocably agrees that all such claims may be heard and determined in such Texas court; and (b) irrevocably waives, to the fullest extent permitted by applicable law, any objection it may now or hereafter have to the laying of venue in any proceeding brought in a Texas court.

5.9. This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, oral or otherwise.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

FIRER:	NEUBAUER:
/s/ Oleg Firer	/s/ Kurt Neubauer
Oleg Firer	Kurt Neubauer
December 5, 2012	December 5, 2012
Date:	Date:

Stock Transfer Agreement

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