<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A


                       FOR ANNUAL AND TRANSITIONAL REPORTS
                     PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


(Mark One):

|X|      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005

                                       OR

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the transition period from ________ to ___________

                         COMMISSION FILE NUMBER: 0-22945

                          THE A CONSULTING TEAM, INC.
             (Exact Name of Registrant as Specified in Its Charter)

                NEW YORK                                  13-3169913
    (State or Other Jurisdiction of                   (I.R.S. Employer
     Incorporation or Organization)                   Identification No.)

         200 PARK AVENUE SOUTH                          (212) 979-8228
        NEW YORK, NEW YORK 10003               (Registrant's Telephone Number,
(Address of Principal Executive Offices)             Including Area Code)

       Securities registered pursuant to Section 12(b) of the Act: None

       Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $.01 PER SHARE


Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes |_| No |X|

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.    Yes |_| No |X|

Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the past 12 months (or for 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein and will not be contained, to the best
of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes |_| No |X|

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

The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $15,687,797 based on the average of the bid and
asked prices of the registrant's Common Stock on The NASDAQ Capital Market (CM)
on the last business day of the registrant's most recently completed second
fiscal quarter.

As of March 24, 2006, there were 2,382,301 shares of the registrant's Common
Stock, $.01 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

None
<PAGE>

                                EXPLANATORY NOTE

         The A Consulting Team, Inc. (the "Company") is filing this Amendment
No. 1 on Form 10-K/A to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2005 (the "Report") for the purpose of including information that
was to be incorporated by reference from our definitive proxy statement pursuant
to Regulation 14A of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). We will not file our proxy statement within 120 days of our
fiscal year ended December 31, 2005, and are, therefore, amending and restating
in their entirety ITEMS 11, 12, 13 and 14 of Part III of the Report. As a result
of this amendment, the Company is also filing as exhibits to this Form 10-K/A
the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
Because no financial statements are contained within this Form 10-K/A, the
Company is not including certifications pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. Except for the amendments described above, this Form
10-K/A does not modify or update the disclosures, in, or exhibits to, the Form
10-K. This Form 10-K/A does not reflect events occurring after the March 29,
2006 filing of our Report, modify or update the disclosure contained in the
Report in any way other than as required to reflect the amendments discussed
above and reflected below.





<PAGE>



                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                          <C>
PART III.........................................................................................................1
Item 11.  Executive Compensation.................................................................................1
Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.........4
Item 13.  Certain Relationships and Related Transactions.........................................................7
Item 14.  Principal Accountant Fees and Services.................................................................7

PART IV..........................................................................................................8
Item 15.  Exhibits and Financial Statement Schedules.............................................................8
</TABLE>







<PAGE>



PART III



ITEM 11.  EXECUTIVE COMPENSATION.

         The following table sets forth the compensation awarded or paid to, or
earned by, the Company's Chairman, Chief Executive Officer and President during
the years ended December 31, 2005, 2004 and 2003, and the Company's Chief
Financial Officer and Secretary for the year ended December 31, 2005, 2004 and
2003. No other executive officer of the Company received a total salary and
bonus of $100,000 or more for the year ended December 31, 2005. Accordingly, no
information is reported for such persons. No options were granted in 2005, and
2003 to the Company's Chairman, Chief Executive Officer and President. No
options were granted in 2005 and 2003 to the Company's Chief Financial Officer.
Options were granted in 2004 to the Company's Chairman, Chief Executive Officer
and President and Chief Financial Officer.


SUMMARY OF COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                                                  LONG-TERM
                                                                                                                 COMPENSATION
                                                                      ANNUAL COMPENSATION                           AWARDS
                                                         --------------------------------------------------     ----------------
                                                                                                                  SECURITIES
                                                FISCAL                                       OTHER ANNUAL         UNDERLYING
NAME AND PRINCIPAL POSITION                      YEAR        SALARY          BONUS         COMPENSATION (1)         OPTIONS
--------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>            <C>                <C>
Shmuel BenTov
    Chairman, Chief Executive Officer            2005         $ 302,500      $ 147,000          $ 6,265                    -
                                                 2004         $ 240,000      $  15,000          $ 7,601                7,500
                                                 2003         $ 240,000      $       -          $ 7,601                    -
--------------------------------------------------------------------------------------------------------------------------------
Richard D. Falcone (2)                           2005         $ 200,000      $  87,000          $     -                    -
    Chief Financial Officer                      2004         $ 180,000      $  15,000          $ 1,000               15,000
                                                 2003         $ 180,000      $  21,000          $     -                    -
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes payments with respect to life insurance, car allowance and
    health insurance.
(2) Mr. Falcone resigned in February 2006.




2005 OPTION/SAR GRANTS


<TABLE>
<CAPTION>

                                  NUMBER OF    INDIVIDUAL GRANTS                                      POTENTIAL REALIZABLE VALUE AT
                                 SECURITIES    PERCENT OF TOTAL                                          ASSUMED ANNUAL RATES OF
                                 UNDERLYING      OPTIONS/SARS        EXERCISE OR                       STOCK PRICE APPRECIATION FOR
                                OPTIONS/SARS      GRANTED TO         BASE PRICE    LATEST POSSIBLE             OPTION TERM
NAME                               GRANTED      EMPLOYEES 2005        $/SHARE      EXPIRATION DATE         5% ($)       10% ($)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                                         <C>                               <C>           <C>
Shmuel BenTov                         -                      -           $  -                              $  -          $  -
Richard D. Falcone                    -                      -           $  -                              $  -          $  -
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Neither Mr. BenTov nor Mr. Falcone was granted any options in 2005.


                                       1
<PAGE>



AGGREGATED OPTION/SAR EXERCISES IN 2005 AND YEAR-END OPTION/SAR VALUES


<TABLE>
<CAPTION>
                                                             NUMBER OF SECURITIES
                                                            UNDERLYING UNEXERCISED         VALUE OF UNEXERCISED
                              SHARES                       OPTIONS HELD AT DECEMBER      IN-THE-MONEY OPTIONS AT
                           ACQUIRED ON       VALUE                 31, 2005                 DECEMBER 31, 2005
          NAME               EXERCISE      REALIZED       EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
------------------------- --------------- -------------- ----------------------------- -----------------------------
<S>                       <C>                   <C>      <C>                          <C>
Shmuel BenTov                   -              -                9,375/5,625                      $0/$0
------------------------- --------------- -------------- ----------------------------- -----------------------------
Richard D. Falcone        5,000                 $50,400         23,750/11,250                $100,188/$25,763
------------------------- --------------- -------------- ----------------------------- -----------------------------
</TABLE>

DIRECTOR COMPENSATION

         From January 2005 through September 2005 each non-employee member of
the Board was paid $2,000 per quarter for services provided as a director. On
December 12, 2005, the Board of Directors approved an increase in the fees for
non-employee directors from $2,000 per quarter to $3,000 per quarter effective
commencing in the fourth quarter of 2005. Each director is reimbursed for travel
and other reasonable expenses relating to the business of the Company.

         Pursuant to the Company's Amended and Restated 1997 Stock Option and
Award Plan each non-employee director is automatically granted stock options to
purchase 250 shares of Common Stock on the date of initial appointment or
election as a non-employee director and stock options to purchase an additional
250 shares of Common Stock on each re-election, in each case at the fair market
value on the date of grant.

         On August 11, 2005, the Company granted and issued 10,000 shares of
restricted common stock under the Company's Amended and Restated 1997 Stock
Option and Award Plan to each of Messrs. Steven S. Mukamal, William P. Miller,
and Reuven Battat, each a non-employee director of the Company for their
services as a director.

         On December 12, 2005, the Company granted 5,000 non-qualified stock
options to Steven Mukamal, Reuven Battat and William Miller, each a non-employee
director. The options were granted under the Company's Amended and Restated 1997
Stock Option and Award Plan. The options were granted at a fair market value on
the date of grant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         Messrs. Mukamal (Chairman), Miller and Battat were directors and
members of the Executive Compensation Committee during fiscal year 2005. No
interlocks or insider participation required to be disclosed under this caption
occurred during the years ended December 31, 2004 or December 31, 2005.

EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

         On December 12, 2005, the Company entered into a new employment
agreement with its chief executive officer, Shmuel BenTov (the "2005 BenTov
Employment Agreement"). Mr BenTov's prior employment agreement with TACT dated
January 2002 expired in accordance with its terms on December 31, 2004. The 2005
BenTov Employment Agreement is effective as of December 1, 2005, and had an
initial term of twenty-five months, expiring on December 31, 2007. The Board of
Directors approved the extension of the term of the 2005 BenTov Employment
Agreement through March 31, 2008. The 2005 BenTov Employment Agreement provides
for an increase of $60,000 in initial base salary from $300,000 to $360,000. Mr.
BenTov may also be entitled to an annual bonus. The 2005 BenTov Employment
Agreement provides that in the event of termination (i) by TACT without cause or
by Mr. BenTov in the event of a material breach of the employment agreement by
TACT or a substantial dimunition of his duties, Mr. BenTov will receive a lump
sum severance allowance in an amount equal to two times his then annual base
salary; (ii) as a result the incapacity or disability of Mr. BenTov, Mr. BenTov
would be entitled to receive his then annual base salary during the one year
that followed the termination notice; or (iii) as a result of Mr. BenTov's
death, Mr. BenTov's estate would be entitled to receive a lump sum payment equal
to his then annual base salary. The agreement includes a two-year non-compete
covenant commencing on termination of employment.

                                       2
<PAGE>

         On April 26, 2006, the Company entered into an employment agreement
with Mr. Salvatore M. Quadrino (the "2006 Quadrino Employment Agreement")
whereby Mr. Quadrino is employed as chief financial officer. The 2006 Quadrino
Employment Agreement is effective as of May 1, 2006, has a term of two (2)
years, and shall automatically renew for subsequent one-year terms, unless and
until terminated by either party upon 30 days notice. The 2006 Quadrino
Employment Agreement provides Mr. Quadrino with an initial annual base salary of
$180,000, a discretionary annual bonus, participation in the Company's stock
option plan with an initial grant of 20,000 options to shares in the Company's
stock and the use of a Company car. The 2006 Quadrino Employment Agreement
provides that during the initial term of the Agreement in the event of
termination by the company without cause, death or disability or by Mr. Quadrino
for Sufficient Reason, as defined in the Agreement, Mr. Quadrino will receive a
severance allowance in an amount equal to twelve (12) months of Mr. Quadrino's
then current base salary and all granted options become vested and exercisable.
After the initial term of the 2006 Quadrino Agreement in the event of
termination by the Company without cause, death or disability or by Mr. Quadrino
for Sufficient Reason, as defined in the 2006 Quadrino Agreement, Mr. Quadrino
will receive a severance allowance in an amount equal to six (6) months of Mr.
Quadrino's then current base salary. The agreement includes a one-year
non-compete covenant commencing on termination of employment.




                                       3
<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

         The following table sets forth, as of March 31, 2006, certain
information regarding the beneficial ownership of our Common Stock by (i) each
of the Company's directors, (ii) each of the executive officers named in the
Summary Compensation Table, (iii) all directors and officers of the Company as a
group and (iv) each person known by the Company to own beneficially more than 5%
of the Common Stock. As of March 31, 2006, 2,382,301 shares of Common Stock were
outstanding. Unless otherwise indicated in the table below, each person or
entity named below has an address in care of the Company's principal office.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                              AMOUNT
                                                                          OF BENEFICIALLY    PERCENTAGE
   TITLE OF CLASS                    NAME OF SHAREHOLDER                   OWNERSHIP (1)      OF CLASS
---------------------------------------------------------------------------------------------------------
<S>                   <C>                                               <C>                  <C>
Common                Helios & Matheson Information Technology, Ltd.       1,024,697 (2)        43.0%
---------------------------------------------------------------------------------------------------------
Common                Mr. Sanjeev Welling                                    120,390 (3)         5.0%
---------------------------------------------------------------------------------------------------------
Common                William P. Miller, Director                             38,126 (4)         1.6%
---------------------------------------------------------------------------------------------------------
Common                Reuven Battat, Director                                 21,750 (5)          *
---------------------------------------------------------------------------------------------------------
Common                Steven S. Mukamal, Director                             16,625 (6)          *
---------------------------------------------------------------------------------------------------------
Common                Shmual BenTov, Chairman, Chief Executive Officer         9,375 (7)          *
                      and President
---------------------------------------------------------------------------------------------------------
Common                Rabin Dhoble, Director                                       -              *
---------------------------------------------------------------------------------------------------------
Common                Richard D. Falcone, (8) former Chief Financial          25,500             1.1%
                      Officer
---------------------------------------------------------------------------------------------------------
COMMON                ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP         85,876 (9)         3.6%
                      (6 PERSONS)
---------------------------------------------------------------------------------------------------------
</TABLE>

(1)  As used in the tables above, "beneficial ownership" means the sole or
     shared power to vote or direct the voting or to dispose or direct the
     disposition of any security. A person is deemed to have "beneficial
     ownership" of any security that such person has a right to acquire within
     60 days of March 31, 2006. Any security that any person named above has the
     right to acquire within 60 days is deemed to be outstanding for purposes of
     calculating the ownership of such person but is not deemed to be
     outstanding for purposes of calculating the ownership percentage of any
     other person. Unless otherwise noted, the company believes each person
     listed has the sole power to vote, or direct the voting of, and power to
     dispose, or direct the disposition of, all such shares. The table is based
     upon information supplied by officers, directors and principal stockholders
     and Schedules 13D and 13G, if any, filed with the Securities and Exchange
     Commission.

                                       4
<PAGE>

(2)  Helios & Matheson Information Technology, Ltd.'s, principal executive
     offices are located at #9 Nungambakkam High Road, Chennai 600034 India.

(3)  Consists of (i) 117,473 shares of Common Stock and (ii) 2,917 shares of
     Common Stock issuable upon exercise of currently exercisable options. Mr.
     Welling's address is 31 Winding Brook Way, Edison, NJ 08820.

(4)  Consists of: (i) 13,351 shares owned by a corporation of which Mr. Miller
     serves as an officer and a director, over which Mr. Miller may be deemed to
     have voting and/or investment power and of which Mr. Miller disclaims
     beneficial ownership, (ii) 19,775 shares of Common Stock held by Mr.
     Miller, and (iii) 5,000 shares of Common Stock issuable upon exercise of
     currently exercisable options.

(5)  Consists of: (i) 10,000 of Common Stock held by Mr. Battat, and (ii) 11,750
     shares of Common Stock issuable upon exercise of currently exercisable
     options.

(6)  Consists of: (i) 875 shares of Common Stock over which Mr. Mukamal
     exercises investment power, (ii) 10,000 shares of Common Stock held by Mr.
     Mukamal, and (iii) 5,750 shares of Common Stock issuable upon exercise of
     currently exercisable options.

(7)  Consists of 9,375 shares of Common Stock issuable upon exercise of
     currently exercisable options.

(8)  Mr. Falcone is the former Chief Financial Officer and resigned in February
     2006.

(9)  Includes 31,875 shares of Common Stock issuable upon exercise of
     currently exercisable options.

*     Indicates less than 1%.



EQUITY COMPENSATION PLAN INFORMATION

         The information presented in the table below is as of December 31,
2005.


<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
                                                                            NUMBER OF SECURITIES
                             NUMBER OF SECURITIES                         REMAINING AVAILABLE FOR
                                 TO BE ISSUED        WEIGHTED-AVERAGE      FUTURE ISSUANCE UNDER
                               UPON EXERCISE OF      EXERCISE PRICE OF   EQUITY COMPENSATION PLANS
PLAN                         OUTSTANDING OPTIONS,  OUTSTANDING OPTIONS,    (EXCLUDING SECURITIES
CATEGORY                     WARRANTS AND RIGHTS    WARRANTS AND RIGHTS  REFLECTED IN COLUMN (A))
--------                     -------------------    -------------------  -------------------------
                                    ( a )                  ( b )                   ( c )
----------------------------------------------------------------------------------------------------
<S>                           <C>                     <C>                    <C>
Equity compensation plans
approved by security
holders                            206,093                 $4.36                  910,218
----------------------------------------------------------------------------------------------------
Equity compensation plans             0                    $0.00                     0
not approved by security
holders
----------------------------------------------------------------------------------------------------
Total                              206,093                 $4.36                  910,218
----------------------------------------------------------------------------------------------------
</TABLE>



         On March 30, 2006, Shmuel BenTov, his wife, Ronit BenTov, and his sons,
Jonthan BenTov and Yaneev BenTov, (collectively the "Sellers") entered into a
Stock Purchase Agreement with Helios & Matheson Information Technology Ltd.
("H&M"), pursuant to which H&M purchased an aggregate of 1,024,697 shares of
common stock ("Common Stock") of the Company from the Sellers.

                                       5
<PAGE>

         Based upon 2,382,301 shares of common stock outstanding as of March 30,
2006, the 1,024,697 shares of Common Stock acquired by H&M represent 43.0% of
the issued and outstanding voting securities of the Company. To the Company's
knowledge, H&M does not beneficially own directly or indirectly any other shares
of Common Stock of the Company. The Company understands that H&M currently
intends to request the appointment or nomination of a majority of directors to
the Board of Directors of the Company. However, there are no current
arrangements or understandings between the Company and H&M regarding the
resignation, appointment or nomination of directors or the appointment,
resignation or removal of any officer of the Company. H&M has no contractual
rights to appoint directors or officers of the Company or to cause the
resignation of any existing directors or officers of the Company. As the holder
of 43.0% of the Company's outstanding voting securities, H&M will have
significant influence on matters requiring stockholder approval, including the
election of directors and approval of significant corporate transactions.

         H&M agreed to pay an aggregate of Eight Million Seven Hundred Fifty
Thousand United States Dollars (USD $8,750,000) as consideration for the
purchase of the 1,024,697 shares. H&M paid an aggregate of $3,400,000 upon
closing (the "Closing") and entered into a promissory note in the principal
amount of $5,350,000 payable to the Sellers, as follows:

         o  First Payment (the "First Note Installment") of Three Hundred Fifty
            Thousand Dollars ($350,000), plus interest thereon, within Six (6)
            months of the Closing;

         o  Second Payment (the "Second Note Installment") of Two Million Five
            Hundred Thousand Dollars ($2,500,000), plus interest thereon, on the
            first anniversary of the Closing; and

         o  Third Payment (the "Third Note Installment") of Two Million Five
            Hundred Thousand Dollars ($2,500,000), plus interest thereon, on the
            second anniversary of the Closing. The Second Note Installment and
            the Third Note Installment are referred to collectively as the
            "Deferred Payments".

         The promissory note bears interest at the rate of 8.5%. Mr. BenTov is
currently employed as the Chief Executive Officer and President of the Company
pursuant to an employment agreement dated as of December 1, 2005 (the
"Employment Agreement"). In the event of a termination of Mr. BenTov's
employment by the Company for "Cause" (as defined in the Employment Agreement)
or voluntary termination by Mr. BenTov without "Good Reason" (as defined in the
Employment Agreement), H&M's obligation to pay any unpaid Deferred Payments
shall terminate. In the event of the termination of Mr. BenTov's employment by
the Company without "Cause" or termination by Mr. BenTov with "Good Reason",
H&M's obligation to pay the Deferred Payments shall continue.

         In addition, H&M has agreed to pay certain earn-out payments ("Earn-Out
Payments") as additional consideration for the purchase of the shares of Common
Stock as follows:

         o  a cash payment equal to 35% of the EBTDA (Earnings before Taxes,
            Depreciation and Amortization) of TACT for the period beginning
            April 1, 2006 and ending March 31, 2007; and

         o  a cash payment equal to 35% of the EBTDA of TACT for the period
            beginning April 1, 2007 and ending March 31, 2008;

         In the event of a termination of Mr. BenTov's employment by the Company
for Cause or voluntary termination by Mr. BenTov without Good Reason, H&M's
obligation to pay any unpaid Earn-Out Payments shall terminate. In the event of
the termination of Mr. BenTov's employment by the Company without Cause or
termination by Mr. BenTov with Good Reason, H&M's obligation to pay the Earn-Out
Payments shall continue.

         If Mr. BenTov voluntarily terminates his employment with the Company
other than for Good Reason prior to March 31, 2007, H&M's obligation to pay any
Deferred Payments terminates and Sellers must repurchase, at H&M's election, the
1,024,697 shares of Common Stock for an aggregate purchase price equal to the
amount of all payments received by Sellers from H&M as of the date of such
voluntary termination. If Mr. BenTov voluntarily terminates his employment with
the Company other than for Good Reason during the period commencing on April 1,
2007 and ending on March 31, 2008, then Sellers must return the Second Note
Installment to H&M.

         On March 30, 2006, the Sellers and H&M also entered into a Stock Pledge
Agreement, pursuant to which H&M pledged to Sellers the 1,024,697 shares of
Common Stock as security for the payment of the Second Note Installment and the
Third Note Installment. Certificates representing such shares will be registered
in the name of H&M and held by a mutually agreed upon third party pursuant to
the terms of the Stock Pledge Agreement.


                                       6
<PAGE>

         In the Stock Purchase Agreement, H&M and the Sellers agreed that H&M
shall not, and shall cause the Company not to, engage in a "Change in Control"
(as defined in the Stock Purchase Agreement) without the consent of Mr. BenTov,
which consent shall not be unreasonably withheld. For purposes of the Stock
Purchase Agreement, a "Change in Control" will be defined as (i) the sale or
transfer prior to payment of Deferred Payments of more than 51% of the shares of
Company's Common Stock held by H&M, (ii) the sale or transfer prior to the
payment of the Deferred Payments of more than 51% of the shares held by any and
all parties in the H&M to another person or entity in one or a series of
transactions, or (iii) the sale prior to payment of Deferred Payments of more
than 50% of the assets of H&M or the Company.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

The Company presently employs Victoria BenTov, the sister of the Chief Executive
Officer and President, as a billable consultant at an annual salary of $140,000.


ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

         In accordance with the SEC's rules requiring the Audit Committee to
pre-approve all audit and non-audit services provided by our independent
auditor, the Audit Committee has adopted a formal policy on auditor independence
requiring the approval of the Audit Committee of all professional services
rendered by our independent auditor prior to the commencement of the specified
services. The Audit Committee approved all services performed by independent
auditor and all fees of independent auditor in fiscal year 2005 in accordance
with our formal policy on auditor independence.

AUDIT FEES

         For the year ended December 31, 2005, the aggregate fees paid or
expected to be paid to Mercadien P.C. for the audit of the Company's financial
statements for such year and the review of the Company's interim financial
statements was $143,000.

         During the year ended December 31, 2004, there were no fees paid to
Mercadien P.C. for the audit of the Company's financial statements for such year
and the review of the Company's interim financial statements.

         During the year ended December 31, 2005, there were no fees paid to
Grant Thornton LLP for the audit of the Company's financial statements for such
year and the review of the Company's interim financial statements.

         For the year ended December 31, 2004, the aggregate fees paid or
expected to be paid to Grant Thornton, LLP for the audit of the Company's
financial statements for such years and the review of the Company's interim
financial statements was $242,000.

AUDIT RELATED FEES

         For the year ended December 31, 2005, the Company paid Mercadien P.C.
aggregate fees of $3,200 for audit related services rendered in connection with
acquisition activities.

         During the year ended December 31, 2004, there were no audit related
fees paid to Mercadien P.C.

         During the year ended December 31, 2005, there were no audit related
fees paid to Grant Thornton LLP.

         For the year ended December 31, 2004, the Company paid Grant Thornton
LLP aggregate fees of $26,000 for audit related services rendered in connection
with acquisition activities.



                                       7
<PAGE>

TAX FEES

         During the year ended December 31, 2005 and 2004, there were no tax
compliance, tax advice and tax planning service fees paid to Mercadien P.C.

         For the years ended December 31, 2005 and 2004, the aggregate fees paid
or expected to be paid to Grant Thornton LLP for tax compliance, tax advice and
tax planning services were $43,000 and $45,000, respectively.

ALL OTHER FEES

         During the years ended December 31, 2005 and 2004, there were no fees
paid to Mercadien P.C. for professional services other than audit, audit-related
and tax.

         For the year ended December 31, 2005, the Company paid Grant Thornton
LLP aggregate fees of $45,000 for professional services other than audit,
audit-related and tax.

         During the year ended December 31, 2004, there were no fees paid to
Grant Thornton LLP for professional services other than audit, audit-related and
tax.

PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(3)  Listing of Exhibits

Exhibit
Number         Description of Exhibits
------         -----------------------

 31.1          Certification of Chief Executive Officer pursuant to Section
               302 of Sarbanes-Oxley Act of 2002.

 31.2          Certification of Principal Financial Officer pursuant to
               Section 302 of Sarbanes-Oxley Act of 2002.




                                       8
<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this Annual Report on Form
10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.

                                             THE A CONSULTING TEAM, INC.


                                             By:   /s/ Shmuel BenTov
                                                   ---------------------------
                                                      Shmuel BenTov,
                                                      Chief Executive Officer
                                                      Date: April 28, 2006












                                       9
<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number         Description of Exhibits
------         -----------------------


   31.1        Certification of Chief Executive Officer pursuant to
               Section 302 of Sarbanes-Oxley Act of 2002.

   31.2        Certification of Principal Financial Officer pursuant to
               Section 302 of Sarbanes-Oxley Act of 2002.