UNITED STATESSECURITIES AND EXCHANGE ~~COMMISSION Washington~~COMMISSIONWashington, D.C. ~~20549~~ 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For~~ ~~the quarterly period ended: September 30, 2010~~

For the quarterly period ended: March 31, 2011

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~For~~ ~~the transition period from _____to _____~~

For the transition period from _____ to _____

Commission File Number: 000-49833

ACRONGENOMICS INC.
(Exact name of registrant as specified in its charter)

Nevada	52-2219285
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)

Fairfax House, 15 Fulwood Place, London UK WC1V 6AY
(Address of principal executive offices) (Zip Code)

30 697 724 3620
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

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 preceding 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 [ X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§~~229~~232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes [ ] No [ ] (Not ~~currently~~ applicable ~~to the registrant~~)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [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]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date 2728,~~167~~858,481 shares of common stock outstanding as of ~~November~~May 1230, ~~2010~~ 2012.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 1 Item 1. Financial Statements. 1 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. 3 Item 3. Quantitative and Qualitative Disclosures About Market Risks. 10 Item 4T. Controls and Procedures. 10 PART II - OTHER INFORMATION 11 Item 1. Legal Proceedings. 11 Item 1A. Risk Factors. 11 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 16 Item 3. Defaults Upon Senior Securities. 17 Item 4. (Removed and Reserved). 17 Item 5. Other Information. 17 Item 6. Exhibits. 17 SIGNATURES 19

PART I - FINANCIAL INFORMATION	1
Item 1. Financial Statements.	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	3
Item 3. Quantitative and Qualitative Disclosures About Market Risks.	8
Item 4. Controls and Procedures.	9
PART II - OTHER INFORMATION	9
Item 1. Legal Proceedings.	9
Item 1A. Risk Factors.	10
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	13
Item 3. Defaults Upon Senior Securities.	13
Item 4. Mine Safety Disclosures	13
Item 5. Other Information.	14
Item 6. Exhibits.	14
SIGNATURES	16

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim financial statements for the ~~nine~~three months ended ~~September~~March 3031, ~~2010~~2011 ~~include~~includes all adjustments that are necessary in order to make the interim financial statements not misleading.

Our interim financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

~~September~~March 3031, ~~2010~~2011

(Stated in US Dollars)

ACRONGENOMICS, INC.(A Development Stage Company)INTERIM BALANCE SHEETSMarch 31, 2011 and December 31, 2010(Stated in US Dollars) (unaudited)

ASSETS		March 31,			December 31,
		2011			2010

Current
Cash	$	59,486		$	6,615


Patent and other intangible assets		48,537			49,737
Investment in Molecular Vision - Note 3		1			1
	$	108,024		$	56,353

LIABILITIES

Current
Accounts payable and accrued liabilities - Note 8		1,242,645		$	1,124,731
Convertible promissory notes payable - Note 6		763,602			690,913
Loans payable - Note 7		62,873			60,758
		2,069,120			1,876,402

Promissory note payable - Notes 4 and 6		1,436,903			1,394,969
		3,506,023			3,271,371

CAPITAL DEFICIT

Capital stock - Note 9
Authorized: 100,000,000 common shares, par value $0.001 per share Issued and outstanding: 27,858,481 common shares (December 31, 2010 - 27,783,481)		27,858			27,783
Additional paid-in capital		27,301,450			27,285,264
Share subscription - Note 10		50,000			-
Deficit accumulated during the development stage		(30,777,307	)		(30,528,065	)
		(3,397,999	)		(3,215,018	)
	$	108,024		$	56,353

ACRONGENOMICS, INC. (A Development Stage Company) ~~INTERIM~~STATEMENTS ~~BALANCE~~OF ~~SHEETS~~OPERATIONSfor ~~September~~the 30three months ended March 31, 2011 and 2010 ~~and~~andfor ~~December~~the 31period from August 17, ~~2009~~1999 (Date of Inception) to March 31, 2011(Stated in US Dollars) (~~Unaudited~~unaudited)

		September 30,			December 31,
		For the three months ended						August 17,1999
		2010			2009
		March 31,						(Date of Inception)
ASSETS
		2011			2010			to March 31, 2011
Current
Expenses
Cash	$	6,177		$	4,303
Accounting and audit fees	$	51,412		$	48,965		$	949,977
Deposit		29,142			29,142
Amortization of patents		1,200			-			742,630
Investment in Molecular Vision Ltd. – Note 3		827,401			827,401
Appraisals		-			-			14,500
	$	862,720		$	860,846
Bank charges		171			302			20,190
LIABILITIES
Consulting fees - Note 8		80,761			65,174			3,457,442
Current
In-process research and development		-			-			1,349,225
Accounts payable and accrued liabilities – Note 7	$	1,037,452		$	721,149
Investor relations		-			-			602,020
Convertible promissory notes payable – Note 5		671,110			658,522
Legal fees		8,611			-			460,697
Loans payable– Note 6		61,718			1,000
Management fees		-			-			3,326,506
		1,770,280			1,380,671
Office and miscellaneous		-			665			142,091
CAPITAL DEFICIT
Rent		-			15,288			171,337
Common stock – Note 8
Research and development		-			-			9,202,266
Par value $0.001 100,000,000 shares authorized 27,167,481 shares issued (2009: 25,580,481)		27,167			25,580
Transfer agent and filing fees		4,016			-			51,048
Additional paid-in capital		27,265,239			27,024,990
Travel		-			-			456,587
Deficit accumulated during the development stage		(28,199,966	)		(27,570,395	)
Write-down of patents		-			-			8,004,447
		(907,560	)		(519,825	)
Loss before other income (expenses)		(146,171	)		(130,394	)		(28,950,963	)
	$	862,720		$	860,846
Interest income		-			-			23,150
Interest, fees and accretion on notes payable - Note 4		(81,119	)		(14,688	)		(769,758	)
Change in fair value of derivative liability		-			(85,163	)		169,452
Write-down of investment in Molecular Vision		-			-			(1,066,730	)
Foreign exchange gain (loss)		(21,952	)		(19,735	)		(140,460	)
Loss from continuing operations	$	(249,242	)	$	(249,980	)	$	(30,735,309	)
Loss from discontinued operations		-			-			(41,998	)
Net loss for the period	$	(249,242	)	$	(249,980	)	$	(30,777,307	)
Basic and diluted loss per share	$	(0.01	)	$	(0.01	)
Weighted average number of shares outstanding		27,820,148			25,580,481

~~SEE~~ACRONGENOMICS, ~~ACCOMPANYING~~INC.(A ~~NOTES~~Development Stage Company)STATEMENTS OF CASH FLOWSfor the three months ended March 31, 2011 and 2010 andfor the period from August 17, 1999 (Date of Inception) to March 31, 2011(Stated in US Dollars) (unaudited)

ACRONGENOMICS, INC. (A Development Stage Company) INTERIM STATEMENTS OF OPERATIONS for the Three and Nine months ended September 30, 2010 and 2009 and for the period August 17, 1999 (Date of Inception) to September 30, 2010 (Stated in US Dollars) (Unaudited)

								August 17,1999
		For the three months ended March 31,						(Date of Inception) to
		2011			2010			March 31, 2011

Cash Flows used in Operating Activities
Net loss for the period	$	(249,242	)	$	(249,980	)	$	(30,777,307	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization of patents		1,200			-			742,630
Financing fee on convertible promissory note		-			-			7,500
In-process research and development		-			-			1,349,225
Write-down of investment in Molecular Vision		-			-			1,066,730
Change in fair value of derivative liability		-			85,163			(169,452	)
Accretion of debt discount		41,934			-			580,196
Unrealized foreign exchange		21,804			19,746			149,294
Shares issued for consulting and management fees		7,500			-			1,449,825
Warrants issued for consulting fees		5,125						5,125
Loan origination fee		-			-			16,245
Stock-based compensation		3,636			674			1,942,703
Write-down of patents		-			-			8,004,447
Changes in non-cash working capital balances related to operations:
Accounts payable and accrued liabilities		117,914			98,725			3,076,473
Net cash used in operating activities		(50,129	)		(45,672	)		(12,556,366	)

Cash Flows provided by Financing Activities
Issuance of common shares		-			-			12,855,738
Share purchase warrants		-			-			370,307
Common stock subscriptions		50,000			20,000			79,800
Issuance of convertible notes		53,000			-			889,636
Repayment of convertible note		-			-			(300,000	)
Loan payable		-			23,049			60,758
Net cash provided by financing activities		103,000			43,049			13,956,239

Cash Flows used in Investing Activities
Investment in Molecular Vision		-			-			(1,373,140	)
Cash acquired in asset acquisition		-			-			4,836
Refund on termination of development agreement with Molecular Vision		-			-			149,794
Deposit		-			-			-
Patents		-			-			(121,877	)
Net cash used in investing activities		-			-			(1,340,387	)

Increase (decrease) in cash during the period		52,871			(2,623	)		59,486
Cash, beginning of period		6,615			4,303			-
Cash, end of period	$	59,486		$	1,680		$	59,486

														August 17, 1999
														( Date of
														Inception ) to
		For the three months ended						For the nine months ended						September 30,
		September 30,						September 30,						2010
		2010			2009			2010			2009			cumulative
Expenses
Accounting and audit fees – Note 7	$	25,444		$	22,323		$	141,818		$	116,505		$	868,900
Amortization of patents		-			-			-			-			741,430
Appraisals		-			-			-			-			14,500
Bank charges		321			710			1,084			1,644			19,799
Consulting fees – Note 7 and 8		128,962			61,324			258,636			245,978			3,167,141
Legal fees - Note 7		14,333			6,697			17,136			49,135			445,706
Management fees – Note 7		-			-			-			11,647			3,326,506
Office and miscellaneous		1,128			182			2,279			2,393			142,091
Investor relations – Note 8		98,500			-			98,500			-			98,500
Public relations and donation		-			-			-			7,600			587,096
Rent - Note 7		16,164			15,280			46,907			45,837			216,337
Research and development – Note 7		-			-			-			-			9,202,266
Transfer agent and filing fees		2,090			1,938			4,670			6,229			44,413
Travel		-			-			-			4,496			456,587
Write-down of patents		-			-			-			-			8,004,447
Operating loss		(286,942	)		(108,454	)		(571,030	)		(491,464	)		(27,335,719	)
Interest income		-			1			-			10			23,150
Intere st and accretion on notes payable – Notes 5 and 7		(15,437	)		(19,781	)		(45,183	)		(35,504	)		(672,812	)
Write-down of investment in Molecular Vision – Note 3		-			-			-			-			(239,330	)
Change in fair value of derivative liability		-			(65,264	)		-			(107,515	)		169,452
Foreign exchange gain (loss)		(22,783	)		-			(13,358	)		(2,644	)		(102,709	)
Loss from continuing operations		(325,162	)		(193,498	)		(629,571	)		(637,117	)		(28,157,968	)
Loss from discontinued operations		-			-			-			-			(41,998	)
Net loss for the period	$	(325,162	)	$	(193,498	)	$	(629,571	)	$	(637,117	)	$	(28,199,966	)
Basic and diluted loss per share	$	(0.01	)	$	(0.01	)	$	(0.02	)	$	(0.03	)
Weighted average shares outstanding		26,569,536			25,073,257			25,979,301			24,837,551

Supplemental Cash Flow Information - Note 11

~~SEE~~ACRONGENOMICS, ~~ACCOMPANYING~~INC.(A ~~NOTES~~Development Stage Company)INTERIM STATEMENT OF CHANGES IN CAPITAL DEFICITfor the period August 17, 1999 (Date of Inception) to March 31, 2011(Stated in US Dollars) (unaudited)

ACRONGENOMICS, INC. (A Development Stage Company) INTERIM STATEMENTS OF CASH FLOWS for the nine months ended September 30, 2010 and 2009 and for the period August 17, 1999 (Date of Inception) to September 30, 2010 (Stated in US Dollars) (Unaudited)

											Deficit
		Common Stock									Accumulated
						Additional			Share		During the
						Paid-in			Subscriptions		Development
		Shares		Par Value		Capital			(Receivable)		Stage			Total
Capital stock issued for cash	at $0.001	5,000,000	$	5,000	$	-		$	-	$	-		$	5,000
	at $0.01	5,000,000		5,000		45,000			-					50,000
Net loss for the period		-		-		-			-		(2,116	)		(2,116	)

Balance, December 31, 1999		10,000,000		10,000		45,000			-		(2,116	)		52,884
Capital stock issued for cash	at $0.20	100,000		100		19,900			-		-			20,000
Net loss for the year		-		-		-			-		(8,176	)		(8,176	)

Balance, December 31, 2000		10,100,000		10,100		64,900			-		(10,292	)		64,708
Net loss for the year		-		-		-			-		(205	)		(205	)

Balance, December 31, 2001		10,100,000		10,100		64,900			-		(10,497	)		64,503
Capital stock issued for cash	at $0.20	15,000		15		2,985			-		-			3,000
Net loss for the year		-		-		-			-		(24,818	)		(24,818	)

Balance, December 31, 2002		10,115,000		10,115		67,885			-		(35,315	)		42,685
Net loss for the year		-		-		-			-		(21,576	)		(21,576	)

Balance, December 31, 2003		10,115,000		10,115		67,885			-		(56,891	)		21,109
Pursuant to the acquisition of patent	at $1.96	4,000,000		4,000		7,836,000			-		-			7,840,000
Capital stock issued for patent commission	at $1.96	400,000		400		783,600			-		-			784,000
Capital stock issued for cash	at $1.00	420,000		420		419,580			-		-			420,000
Capital stock issued for commission	at $1.00	42,000		42		41,958			-		-			42,000
Less: commission		-		-		(77,000	)		-		-			(77,000	)
Capital stock issued for cash	at $2.30	537,956		538		1,236,761			-		-			1,237,299
Capital stock issued for commission		50,594		50		116,316			-		-			116,366
Less: commission		-		-		(116,366	)		-		-			(116,366	)
Capital contribution		-		-		6,000			-		-			6,000
Stock subscriptions		-		-		-			426,329					426,329
Net loss for the year		-		-		-			-		(1,863,376	)		(1,863,376	)

Balance, December 31, 2004		15,565,550	$	15,565	$	10,314,734		$	426,329	$	(1,920,267	)	$	8,836,361

								August 17,
								1999 (Date of
		For the Nine months Ended						Inception) to
		September 30,						September 30,
		2010			2009			2010
Cash Flows used in Operating Activities
Net loss for the period	$	(629,571	)	$	(637,117	)	$	(28,199,966	)
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of patents		-			-			741,430
Financing fee on convertible promissory note		-			-			7,500
Write-down of investment in Molecular Vision		-						239,330
Change in fair value of derivative liability		-			107,515			(169,452	)
Accretion of debt discount		-			-			538,262
Unrealized foreign exchange (gain) loss		13,358			-			111,499
Shares issued for consulting and management fees		98,500			-			1,411,000
Loan origination fee – Note 5		-			-			16,245
Stock-based compensation		65,136			24,912			1,968,851
Write-down of patents		-			-			8,004,447
Changes in non-cash working capital items:
Prepaid expenses and deposit		-			2,618			(15,000	)
Accounts payable and accrued liabilities		316,303			57,210			2,871,067
Net cash used in operating activities		(136,274	)		(444,862	)		(12,474,787	)
Cash Flows used in Investing Activity
Investment in Molecular Vision		-			(275,501	)		(1,373,140	)
Refund on termination of development agreement with
Molecular Vision		-			-			149,794
Deposit		-			(14,142	)		(14,142	)
Patents		-			-			(121,877	)
Net cash used in investing activities		-			(289,643	)		(1,359,365	)
Cash Flows provided by Financing Activities
Common stock issued for cash		78,200			524,400			12,842,638
Stock purchase warrants		-			-			370,307
Common stock subscriptions		-			42,000			29,800
Issuance of convertible notes		-			150,000			836,636
Repayment of convertible note		-			-			(300,000	)
Loans payable		59,948			-			60,948
Net cash provided by financing activities		138,148			716,400			13,840,329
Increase (decrease) in cash during the period		1,874			(18,105	)		6,177
Cash, beginning of period		4,303			22,044			-
Cash, end of period	$	6,177		$	3,939		$	6,177
Supplemental cash flow information:
Cash paid for interest	$	-		$	-
Cash paid for taxes	$	-		$	-

ACRONGENOMICS, INC.
(A Development Stage Company)
INTERIM STATEMENT OF CHANGES IN CAPITAL DEFICIT
for the period August 17, 1999 (Date of Inception) to March 31, 2011
(Stated in US Dollars)
(unaudited)

SEE ACCOMPANYING NOTES

														Deficit
		Common Stock												Accumulated
								Additional			Share			During the
								Paid-in			Subscriptions			Development
		Shares			Par Value			Capital			(Receivable)			Stage			Total
Balance, December 31, 2004 - brought forward		15,565,550		$	15,565		$	10,314,734		$	426,329		$	(1,920,267	)	$	8,836,361

Capital stock issued for cash	at $2.30	72,500			73			166,677			-			-			166,750
	at $2.40	108,168			108			259,495			-			-			259,603
	at $3.50	551,443			551			1,929,499			-			-			1,930,050
	at $4.00	915,125			915			3,659,585			(386,329	)		-			3,274,171
Capital stock issued for commission	at $4.00	81,337			82			325,266			-			-			325,348
Less: commission		-			-			(350,248	)		-			-			(350,248	)
Capital stock issued pursuant to the exercise of warrants	at $1.00	420,000			420			419,580			-			-			420,000
Stock-based compensation		-			-			364,000			-			-			364,000
Capital stock issued for consulting services	at $4.68	100,000			100			467,900			-			-			468,000
Net loss from continuing operations		-			-			-			-			(14,152,210	)		(14,152,210	)
Net loss from discontinued operations		-			-			-			-			(1,935	)		(1,935	)
Capital contribution from subsidiary on disposition		-			-			(6,000	)		-			-			(6,000	)
Balance, December 31, 2005		17,814,123			17,814			17,550,488			40,000			(16,074,412	)		1,533,890
Cancellation of shares		(4,000,000	)		(4,000	)		4,000			-			-			-
Stock-based compensation		-			-			529,673			-			-			529,673
Capital stock issued for cash	at $0.75	317,334			317			237,683			-			-			238,000
Less: share issue costs		-			-			(6,300	)		-			-			(6,300	)
Net loss for the year		-			-			-			-			(2,480,288	)		(2,480,288	)

Balance, December 31, 2006		14,131,457			14,131			18,315,544			40,000			(18,554,700	)		(185,025	)

Capital stock issued for cash:	at $0.50	220,000			220			109,780			(40,000	)		-			70,000
	at $0.80	250,000			250			199,750			-			-			200,000
	at $1.10	2,230,924			2,231			2,451,785			(3,300	)		-			2,450,716
Capital stock issued for commission		126,090			126			(126	)		-			-			-
Less: commission - cash		-			-			(64,021	)		-			-			(64,021	)
Stock as bonus	at $0.86	750,000			750			644,250			-			-			645,000
Stock issued to settle accounts payable	at $1.00	158,000			158			157,842			-			-			158,000
Stock-based compensation		-			-			533,252			-			-			533,252
Net loss for the year		-			-			-			-			(5,056,117	)		(5,056,117	)

Balance, December 31, 2007		17,866,471		$	17,866		$	22,348,056		$	(3,300	)	$	(23,610,817	)	$	(1,248,195	)

ACRONGENOMICS, INC. (A Development Stage Company) INTERIM STATEMENT OF CHANGES IN CAPITAL ~~DEFICIT~~DEFICITfor ~~for~~ the period August 17, 1999 (Date of Inception) to ~~September~~March 3031, ~~2010~~ 2011(Stated in US Dollars ) (~~Unaudited~~unaudited)

														Deficit		~~Deficit~~
			Common Stock	~~Common Stock~~										Accumulated		~~Accumulated~~
								Additional		~~Additional~~	Share		~~Share~~	During the		~~During the~~
								Paid-in		~~Paid-in~~	Subscriptions		~~Subscriptions~~	Development		~~Development~~
			Shares	~~Shares~~	Par Value		~~Par Value~~	Capital		~~Capital~~	(Receivable)		~~(Receivable)~~	Stage		~~Stage~~	Total		~~Total~~
Capital stock issued for cash		at $0.001		5,000,000		$	5,000		$	-		$	-		$	-		$	5,000
Balance, December 31, 2007 - brought forward			17,866,471	$	17,866		$	22,348,056		$	(3,300	)	$	(23,610,817	)	$	(1,248,195	)
		at $0.01		5,000,000			5,000			45,000			-						50,000
Stock Subscriptions			-		-			-			29,800			-			29,800
Net loss for the period				-			-			-			-			(2,116	)		(2,116	)
Capital stock issued for cash:	at $0.80		1,250,010		1,250			998,758			-			-			1,000,008
Balance, December 31, 1999				10,000,000			10,000			45,000			-			(2,116	)		52,884
	at $1.10		90,000		90			98,910			-			-			99,000
Capital stock issued for cash		at $0.20		100,000			100			19,900			-			-			20,000
	at $0.40		1,450,250		1,450			578,650			-			-			580,100
Net loss for the year				-			-			-			-			(8,176	)		(8,176	)
Capital stock issued for consulting and management fees	at $0.95		150,000		150			142,350			-			-			142,500
Balance, December 31, 2000				10,100,000			10,100			64,900			-			(10,292	)		64,708
	at $0.53		150,000		150			79,350			-			-			79,500
Net loss for the year				-			-			-			-			(205	)		(205	)
	at $0.27		1,650,000		1,650			443,850			-			-			445,500
Balance, December 31, 2001				10,100,000			10,100			64,900			-			(10,497	)		64,503
Less: commission - cash			-		-			(169,460	)		-			-			(169,460	)
Capital stock issued for cash		at $0.20		15,000			15			2,985			-			-			3,000
Capital stock issued to settle accounts payable	at $0.95		150,000		150			142,350			-			-			142,500
Net loss for the year				-			-			-			-			(24,818	)		(24,818	)
	at $0.79		1,150,000		1,150			907,350			-			-			908,500
Balance, December 31, 2002				10,115,000			10,115			67,885			-			(35,315	)		42,685
Beneficial conversion feature on convertible notes			-		-			482,124			-			-			482,124
Net loss for the year				-			-			-			-			(21,576	)		(21,576	)
Stock-based compensation			-		-			454,919			-			-			454,919
Balance, December 31, 2003				10,115,000			10,115			67,885			-			(56,891	)		21,109
Net loss for the year			-		-			-			-			(3,022,005	)		(3,022,005	)
Pursuant to the acquisition of patent		at $1.96		4,000,000			4,000			7,836,000			-			-			7,840,000
Balance, December 31, 2008			23,906,731		23,906			26,507,207			26,500			(26,632,822	)		(75,209	)
Capital stock issued for patent commission		at $1.96		400,000			400			783,600			-			-			784,000
Capital stock issued for cash	at $0.40		1,673,750		1,674			667,826			(26,500	)		-			643,000
Capital stock issued for cash		at $1.00		420,000			420			419,580			-			-			420,000
Less: commission			-		-			(58,600	)		-			-			(58,600	)
Capital stock issued for commission		at $1.00		42,000			42			41,958			-			-			42,000
Reclassification of derivative liability			-		-			(113,314	)		-			-			(113,314	)
Less: commission				-			-			(77,000	)		-			-			(77,000	)
Stock-based compensation			-		-			21,871			-			-			21,871
Capital stock issued for cash		at $2.30		537,956			538			1,236,761			-			-			1,237,299
Net loss for the year			-		-			-			-			(937,573	)		(937,573	)
Capital stock issued for commission				50,594			50			116,316			-			-			116,366
Balance, December 31, 2009			25,580,481		25,580			27,024,990			-			(27,570,395	)		(519,825	)
Less: commission				-			-			(116,366	)		-			-			(116,366	)
Capital stock issued for cash:	at $0.40		25,000		25			9,975			-			-			10,000
Capital contribution				-			-			6,000			-			-			6,000
	at $0.20		175,000		175			34,825			-			-			35,000
Stock subscriptions				-			-			-			426,329			-			426,329
	at $0.10		548,000		548			54,252			-			-			54,800
Net loss for the year				-			-			-			-			(1,863,376	)		(1,863,376	)
Capital stock issued for services:	at $0.10		985,000		985			97,515			-			-			98,500
Balance, December 31, 2004				15,565,550		$	15,565		$	10,314,734		$	426,329		$	(1,920,267	)	$	8,836,361
	at $0.07		447,500		448			30,877			-			-			31,325
Capital stock issued for commission:	at $0.10		10,000		10			990			-			-			1,000
	at $0.40		12,500		12			4,988			-			-			5,000
Less: commission paid			-		-			(8,500	)		-			-			(8,500	)
Stock-based compensation			-		-			35,352			-			-			35,352
Net loss for the year			-		-			-			-			(2,957,670	)		(2,957,670	)
Balance, December 31, 2010			27,783,481	$	27,783		$	27,285,264		$	-		$	(30,528,065	)	$	(3,215,018	)

ACRONGENOMICS, INC. (A Development Stage Company) INTERIM STATEMENT OF CHANGES IN CAPITAL DEFICIT for the period August 17, 1999 (Date of Inception) to September 30, 2010 (Stated in US Dollars ) (Unaudited)

										Deficit
		Common Stock								Accumulated
						Additional		Share		During the
						Paid-in		Subscriptions		Development
		Shares		Par Value		Capital		(Receivable)		Stage			Total
Balance, December 31, 2010 - brought forward		27,783,481	$	27,783	$	27,285,264	$	-	$	(30,528,065	)	$	(3,215,018	)

Capital stock issued for consulting fees:	at $0.10	75,000		75		7,425		-		-			7,500
Share subscription		-		-		-		50,000		-			50,000
Stock-based compensation		-		-		8,761		-		-			8,761
Net loss for the period		-		-		-		-		(249,242	)		(249,242	)

Balance, March 31, 2011		27,858,481	$	27,858	$	27,301,450	$	50,000	$	(30,777,307	)	$	(3,397,999	)

														Deficit
		Common Stock												Accumulated
								Additional			Share			During the
								Paid-in			Subscriptions			Development
		Shares			Par Value			Capital			(Receivable)			Stage			Total
Balance, December 31, 2004		15,565,550		$	15,565		$	10,314,734		$	426,329		$	(1,920,267	)	$	8,836,361
Capital stock issued for cash	at $2.30	72,500			73			166,677			-			-			166,750
	at $2.40	108,168			108			259,495			-			-			259,603
	at $3.50	551,443			551			1,929,499			-			-			1,930,050
	at $4.00	915,125			915			3,659,585			(386,329	)		-			3,274,171
Capital stock issued for commission	at $4.00	81,337			82			325,266			-			-			325,348
Less: commission		-			-			(325,348	)		-			-			(325,348	)
commission		-			-			(24,900	)		-			-			(24,900	)
Capital stock issued for cash pursuant to exercise of warrants	at $1.00	420,000			420			419,580			-			-			420,000
Stock-based compensation		-			-			364,000			-			-			364,000
Capital stock issued for consulting services	at $4.68	100,000			100			467,900			-			-			468,000
Net loss from continuing operations		-			-			-			-			(14,152,210	)		(14,152,210	)
Net loss from discontinued operations														(1,935	)		(1,935	)
Capital contribution from subsidiary on disposition		-			-			(6,000	)		-			-			(6,000	)
Balance, December 31, 2005		17,814,123			17,814			17,550,488			40,000			(16,074,412	)		1,533,890
Cancellation of shares		(4,000,000	)		(4,000	)		4,000			-			-			-
Stock-based compensation		-			-			529,673			-			-			529,673
Capital stock issued for cash	at $0.75	317,334			317			237,683			-			-			238,000
Less: share issue costs		-			-			(6,300	)		-			-			(6,300	)
Net loss for the year		-			-			-			-			(2,480,288	)		(2,480,288	)
Balance, December 31, 2006		14,131,457			14,131			18,315,544			40,000			(18,554,700	)		(185,025	)
Capital stock issued for cash:	at $0.50	220,000			220			109,780			(40,000	)		-			70,000
	at $0.80	250,000			250			199,750			-			-			200,000
	at $1.10	2,230,924			2,231			2,451,785			(3,300	)		-			2,450,716
Capital stock issued for commission		126,090			126			(126	)		-			-			-
Less: commission - cash		-			-			(64,021	)		-			-			(64,021	)
Stock as bonus	at $0.86	750,000			750			644,250			-			-			645,000
Stock issued to settle accounts payable	at $1.00	158,000			158			157,842			-			-			158,000
Stock-based compensation		-			-			533,252			-			-			533,252
Net loss for the year		-			-			-			-			(5,056,117	)		(5,056,117	)
Balance, December 31, 2007		17,866,471		$	17,866		$	22,348,056		$	(3,300	)	$	(23,610,817	)	$	(1,248,195	)

ACRONGENOMICS, INC.
(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS
March 31, 2011 and 2010
(Stated in US Dollars)
(unaudited)

SEE ACCOMPANYING NOTES

Note 1	Business Description, Basis of Presentation and Liquidity

	Business

	The Company is in the development stage with its focus on investing and commercializing novel technology platforms in the life sciences sector. The Company intends to develop a point-of-care testing device for diabetes management and cardiovascular testing.

	These unaudited interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2010. The interim results are not necessarily indicative of the operating results expected for the fiscal year ending on December 31, 2011. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading.

	Basis of Presentation and Liquidity

	These financial statements have been prepared in accordance with generally accepted accounting principles i in the United States of America and the instructions to Form 10-Q.

	These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At March 31, 2011, the Company had an accumulated deficit of $30,777,307 (December 31, 2010 - $30,528,065) since its inception, has a working capital deficit of $2,009,634 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this but considers obtaining additional funds by equity financing and/or from issuing promissory notes. While the Company is expending best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.

Note 2	Recent Accounting Pronouncements

	There are no new accounting pronouncements that the Company recently adopted or are pending the Company’s adoption that are expected to have a material impact on the company’s results of operations, financial position or cash flows

~~ACRONGENOMICS,~~1 INC. (A Development Stage Company) INTERIM STATEMENT OF CHANGES IN CAPITAL DEFICIT for the period August 17, 1999 (Date of Inception) to September 30, 2010 (Stated in US Dollars ) (Unaudited)

												Deficit
		Common Stock										Accumulated
						Additional			Share			During the
						Paid-in			Subscriptions			Development
		Shares		Par Value		Capital			(Receivable)			Stage			Total
Balance, December 31, 2007		17,866,471	$	17,866	$	22,348,056		$	(3,300	)	$	(23,610,817	)	$	(1,248,195	)
Stock Subscriptions		-		-		-			29,800			-			29,800
Capital stock issued for cash:	- at $0.80	1,250,010		1,250		998,758			-			-			1,000,008
	- at $1.10	90,000		90		98,910			-			-			99,000
	- at $0.40	1,450,250		1,450		578,650			-			-			580,100
Capital stock issued for consulting
and management fees	- at $0.95	150,000		150		142,350			-			-			142,500
	- at $0.53	150,000		150		79,350			-			-			79,500
	- at $0.27	1,650,000		1,650		443,850			-			-			445,500
Less: commission - cash		-		-		(169,460	)		-			-			(169,460	)
Capital stock issued to settle accounts
payable:	- at $0.95	150,000		150		142,350			-			-			142,500
	- at $0.79	1,150,000		1,150		907,350			-			-			908,500
Beneficial conversion feature on convertible notes		-		-		482,124			-			-			482,124
Stock-based compensation		-		-		454,919			-			-			454,919
Net loss for the year		-		-		-			-			(3,022,005	)		(3,022,005	)
Balance, December 31, 2008		23,906,731		23,906		26,507,207			26,500			(26,632,822	)		(75,209	)
Capital stock issued for cash	- at $0.40	1,673,750		1,674		667,826			(26,500	)		-			643,000
Less: commission		-		-		(58,600	)		-			-			(58,600	)
Reclassification of derivative liability		-		-		(113,314	)		-			-			(113,314	)
Stock-based compensation		-		-		21,871			-			-			21,871
Net loss for the year		-		-		-			-			(937,573	)		(937,573	)
Balance, December 31,2009		25,580,481		25,580		27,024,990			-			(27,570,395	)		(519,825	)
Capital stock issued for cash:	- at $0.40	25,000		25		9,975			-			-			10,000
	- at $0.20	175,000		175		34,825			-			-			35,000
	- at $0.10	402,000		402		39,798			-			-			40,200
Capital stock issued for services:	- at $0.10	985,000		985		97,515			-			-			98,500
Less: commission paid		-		-		(7,000	)		-			-			(7,000	)
Stock-based compensation		-		-		65,136			-			-			65,136
Net loss for the period		-		-		-			-			(629,571	)		(629,571	)
Balance, September 30, 2010		27,167,481	$	27,167	$	27,265,239		$	-		$	(28,199,966	)	$	(907,560	)

Acrongenomics, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2011 and 2010
(Unaudited - Stated in US Dollars) - Page 2

~~SEE~~Note ~~ACCOMPANYING~~3 ~~NOTES~~Investment in Molecular Vision Ltd. The Company’s investment in Molecular Vision Ltd. (“Molecular”) is summarized as follows:

ACRONGENOMICS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS September 30, 2010 and 2009 (Stated in US Dollars) (Unaudited)

	Number and Class of Molecular
	shares owned
	Class A	Class A
	Preferred Shares	Ordinary Shares		Amount

Balance as at December 31, 2009	19,426	33,734	$	827,401
Less: Write-down of Class A Ordinary shares and Preferred shares	-	-		(827,400	)

Balance as at March 31, 2011 and December 31, 2010	19,426	33,734	$	1

Note 1	Nature of Operations and Ability to Continue as a Going Concern
	During the year ended December 31, 2010, the Company determined the fair value of its investment in Molecular Vision Ltd. to be impaired due to the inability of Molecular Vision Ltd. to obtain additional financing in order to develop its BioLED technology to the stage of commercial applications. Accordingly, the Company has written down its investment to $1 in recognition thereof.
	The Company is in the development stage and has not yet realized any revenues from its planned operations. The Company’s business is research and development in the field of life science including BioLED technology.
Note 4	Acquisition of Vardisto Investments Limited
	These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its obligations and commitments in the normal course of operations. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2010, the Company had not yet achieved profitable operations, had an accumulated deficit of $28,199,966 (2009 - $27,570,395) since its inception and incurred a net loss of $629,571 for the nine months then ended and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but is considering obtaining additional funds by debt financing to the extent there is a shortfall from operations. While the Company is expending its best efforts to achieve the above plans, there is no assurance that any such activity will generate funds for operations.
	On December 29, 2010, the Company completed a transaction by which it acquired 100% of the issued and outstanding shares of Vardisto Investments Limited (“Vardisto”), a private company located in Cyprus for consideration consisting of a promissory note (“the Note”). The promissory note is due on or before December 31, 2013 for the principal sum of $2,000,000, together with interest thereon at a rate equal to four (4%) percent per annum compounded annually.
	The Company was incorporated in the State of Nevada, USA on August 17, 1999 as Cellway Ventures Inc. Effective February 25, 2004, the Company changed its name to Acrongenomics, Inc.
	The Company will have the option and right at any time until the Note is fully paid to convert any amount outstanding, including accrued interest into common shares at the average closing price of the three days prior to conversion.
	These unaudited interim financial statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2009. The interim results are not necessarily indicative of the operating results expected for the fiscal year ending on December 31, 2010. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures herein are adequate to make the information presented not misleading.
	The promissory note has been recorded at its fair value on issuance in the amount of $1,394,969 by determining its present value at inception using a risk-adjusted discount rate of 17.3%. The resulting discount from its face value in the amount of $605,031 will be accreted to income over the term of the note. The Company’s charges for interest, fees and accretion totalling $81,119 for the three months ended March 31, 2011includes an expense of $41,934 in respect of accretion of this debt discount (Note 6).

~~Note~~Acrongenomics, 2Inc. ~~Summary~~(A ofDevelopment ~~Significant~~Stage ~~Accounting~~Company) ~~Policies~~Notes to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 3

~~Recent~~Note ~~Accounting Pronouncements~~5 Fair Value Measurements ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

In October 2009, the FASB issued ASU No. 2009-13, “Multiple-Deliverable Revenue Arrangements,” or ASU 2009-13, which amends existing revenue recognition accounting pronouncements that are currently within the scope of ASC 605. This guidance eliminates the requirement to establish the fair value of undelivered products and services and instead provides for separate revenue recognition based upon management’s estimate of the selling price for an undelivered item when there is no other means to determine the fair value of that undelivered item. ASU 2009-13 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. The Company is currently evaluating the impact, if any, that the adoption of this amendment will have on its consolidated financial statements.

Acrongenomics, Inc. (A Development Stage Company) Notes to the Financial Statements September 30, 2010 and 2009 (Unaudited - Stated in US Dollars) - Page 2

Note 2 Summary of Significant Accounting Policies – (cont’d)

	Recent Accounting Pronouncements – (cont’d)
	In January 2010, the FASB issued Accounting Standards Update No. 2010-06, Improving Disclosures about Fair Value Measurements (Topic 820)—Fair Value Measurements and Disclosures (ASU 2010-06), to add additional disclosures about the different classes of assets and liabilities measured at fair value, the valuation techniques and inputs used, the activity in Level 3 fair value measurements, and the transfers between Levels 1, 2, and 3. The Company is currently evaluating the impact of the pending adoption of this standards update on its consolidated financial statements. The new disclosures and clarifications of existing disclosure are effective for fiscal years beginning after December 15, 2009, except for the disclosure requirements related to the purchases, sales, issuances and settlements in the roll-forward activity of Level 3 fair value measurements. Those disclosure requirements are effective for fiscal years ending after December 31, 2010. The adoption of ASU 2010-06 had no material impact on the Company’s financial statements.
	In February 2010, the FASB issued ASU 2010-09, Subsequent Events. ASU 2010-09 was issued to amend ASC 855 to remove the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events. This change is intended to alleviate potential conflicts with current SEC guidance. The provisions of ASU 2010-09 are effective upon issuance. The adoption of ASC 855 and ASU 2010-09 did not have a material impact on the Company's consolidated financial statements.
	In April 2010, the FASB issued Accounting Standards Update No. 2010-17, Revenue Recognition— Milestone Method (Topic 605) – Revenue Recognition (ASU 2010-17). ASU 2010-17 provides guidance on defining the milestone and determining when the use of the milestone method of revenue recognition for research or development transactions is appropriate. It provides criteria for evaluating if the milestone is substantive and clarifies that a vendor can recognize consideration that is contingent upon achievement of a milestone as revenue in the period in which the milestone is achieved, if the milestone meets all the criteria to be considered substantive. ASU 2010-17 is effective for the Company in fiscal 2011 and should be applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact of the pending adoption of ASU 2010-17 on its consolidated financial statements.
Note 3	Investment in Molecular Vision Ltd.
	The Company’s investment in Molecular Vision Ltd. (“Molecular”) is summarized as follows:

	Number of Molecular
	shares owned		Amount
Balance - December 31, 2008	33,734	$	791,230
Acquisition of Molecular shares for GBP £166,042	19,426		275,501
Less: Write-down	-		(239,330	)
Balance as at September 30, 2010 and December 31, 2009	53,160	$	827,401

The 53,160 shares owned in Molecular above represent 17.2% of the total issued shares of Molecular as at September 30, 2010 and December 31, 2009.

Acrongenomics, Inc. (A Development Stage Company) Notes to the Financial Statements September 30, 2010 and 2009 (Unaudited - Stated in US Dollars) - Page 3

Note 4 Fair Value Measurements ASC 820 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

	Level 1 -	quoted prices (unadjusted) in active markets for identical assets or liabilities;

	Level 2 -	observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

	Level 3 -	assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.

As at ~~September~~March 3031, ~~2010~~2011, the Company ~~has~~ has determined that it does not hold any Level 1 assets and its shareholdings in Molecular Vision, which are measured on a non-recurring basis, represent Level 2 assets.

The fair value changes of the Company’s Level 2 assets are summarized as follows:

		Beginning Value							Ending Fair
		of		Shares		Impairment			Value of Level 2
		Level 2 Assets		Acquired		Charge			Assets
For the nine months ended September 30, 2010	$	827,401	$	-	$	-		$	827,401
For the 3 months ended March 31, 2011	$	1	$	-	$	-		$	1
For the 12 months ended December 31, 2010	$	827,401	$	-	$	(827,400	)	$	1

~~During the year ended December 31~~Acrongenomics, ~~2009,~~ inInc. ~~accordance~~(A ~~with~~Development ~~ASC~~Stage ~~815-40-15, the~~ Company ~~determined that the conversion features associated with its convertible promissory notes required bifurcation as derivative liabilities – (Note 5~~). ~~The resulting derivatives are~~Notes ~~required~~ to bethe ~~measured~~Financial atStatements ~~their~~March ~~fair~~31, ~~value~~2011 ~~each reporting period~~ and ~~they constitute~~2010 ~~Level 3 liabilities given that they have no active market and are~~ ~~measured~~(Unaudited ~~based~~- onStated ~~information~~in ~~that~~US isDollars) ~~unobservable.~~- APage ~~summary~~4 ~~of the Company’s Level 3 for the nine months ended September 30, 2010 and year ended December 31, 2009 is as follows:~~

					Derivative Liabilities
Note 5	Fair Value Measurements – (cont’d)
			Beginning Value		bifurcated from		Change in fair			Ending Fair Value
	The Company’s embedded conversion features in each of the $394,136 and $150,000 convertible promissory notes (Note 6) contain clauses that call for the repayment of the note at a foreign exchange rate of not less than $1US = $CDN1.27. In accordance with ASC 815-40-15, a conversion option embedded in a convertible debt instrument that is denominated in a currency other than the issuer’s functional currency fails the “fixed-for fixed” criteria of that guidance thus requiring bifurcation as a derivative liability. The resulting derivatives are required to be measured at their fair value each reporting period and they constitute Level 3 liabilities given that they have no active market and are measured based on information that is unobservable. Given the decline in the cumulative fair value of the Company’s shares and warrants to below the conversion prices inherent in these notes, the Level 3 liabilities have a fair value of $Nil at March 31, 2011 (December 31, 2010: $Nil).
			of		convertible		value of derivative			of Level 3
	A summary of the Company’s Level 3 liabilities for the period ended March 31, 2011 and year ended December 31, 2010 is as follows:
			Level 3 Liabilities		promissory notes		liabilities			Liabilities
	For the nine months ended September 30, 2010	$	-	$	-	$	-		$	-
	For the 12 months ended December 31, 2009	$	-	$	169,452	$	(169,452	)	$	-

Acrongenomics, Inc. (A Development Stage Company) Notes to the Financial Statements September 30, 2010 and 2009 (Unaudited - Stated in US Dollars) - Page 4

Derivative Liabilities

Beginning Value

bifurcated from

Change in fair

Ending Fair

convertible

value of derivative

Value of Level 3

Level 3 Liabilities

promissory notes

liabilities

Liabilities

For the 3 months ended March 31, 2011

For the 12 months ended December 31, 2010

~~Note 4 Fair Value Measurements – (cont’d)~~ The Company determined for the fair value of the component of derivative liability represented by the warrants issuable on conversion of the promissory notes by using the Black Scholes model with the following assumptions:

Expected life	2 years
	Three months ended	Twelve months ended
Expected Volatility	188.01%
	March 31, 2011	December 31, 2010.
Risk free interest rate	1.02% - 1.63%
Expected life	2 years	2 years
Dividend Yield	0%
Expected Volatility	318.03%	193.13%
Risk free interest rate	0.80%	0.62%
Dividend Yield	0%	0%

Note 5	Convertible Promissory Notes Payable
	$394,136 Convertible Promissory Note
	During the year ended December 31, 2008, the Company was loaned $394,136 by a director of the Company by the issuance of a convertible promissory note, payable on demand, with interest accruing on the balance of principal outstanding at 8% per annum, compounded monthly and payable monthly. The note is convertible into units of the Company at a price of $0.40 per unit. Each unit will consist of one common share and one share purchase warrant exercisable at $0.75 per share for a period of two years from the date of issuance. Upon the issuance of the note, the Company recorded a beneficial conversion feature totalling $292,124 which was accreted to income in its entirety and included in interest, fees and accretion on notes payable in the financial statements for the year ended December 31, 2008.
	Effective March 1, 2009, the Company and the lender agreed to modify the terms of the note by increasing the interest rate to 10% per annum and by changing the terms of repayment such that the Company is to repay the note in Canadian dollars at a foreign exchange rate of not less than $1US = $1.27 Canadian. As a result of the Company having to repay the note in a currency other than its functional currency, in accordance with ASC 830-35-1 “Transaction Gains and Losses”, changes in the exchange rate between the US and Canadian dollar will affect the expected amount of the payment upon the settlement of the note requiring the Company to record the change in rate as a transaction gain or loss in the Statement of Operations. For the nine months ended September 30, 2010, the Company recorded a foreign exchange loss of $14,116 (2009: $Nil) on the note resulting in a balance payable as at September 30, 2010 of $486,072.
	Additionally, the conversion feature of this note failed the two-step evaluation criteria contained in ASC 815-40 and, as a result, it was determined that it was required to be bifurcated from the host contract and recorded as a derivative liability. In accordance with ASC 815, the Company is required to re-measure the fair value of the derivative at each reporting period with the change in fair value recorded as a gain or loss in the Statement of Operations. At September 30, 2010, the Company re-measured the fair value of the derivative liability and determined it had a fair value of $nil.
	During the nine months ended September 30, 2010, the Company accrued interest of $33,102 (2009: $32,283) on this note.

Acrongenomics, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2011 and 2010
(Unaudited - Stated in US Dollars) - Page 5

~~Acrongenomics,~~Note ~~Inc.~~6 (APromissory ~~Development Stage Company)~~ Notes to ~~the Financial Statements September 30, 2010 and 2009 (Unaudited - Stated in US Dollars) - Page 5~~ Payable

Note 5	Convertible Promissory Notes Payable – (cont’d)
			March 31,			December 31,
	$150,000 Promissory Note
			2011			2010
	On July 15, 2009, the Company was loaned an additional $150,000 by the same director of the Company by issuance of a convertible promissory note, payable on demand, with interest accruing on the balance of the principal outstanding at 10% per annum compounded monthly and payable monthly. The note contained a similar repayment feature wherein the Company agreed to repay the note in Canadian dollars at a foreign exchange rate of not less than $1US = $1.27 Canadian. The note is convertible into units of the Company at a price of $0.40 per unit. Each unit will consist of one common share and one share purchase warrant exercisable at $0.75 per share for a period of two years from the date of issuance.
	$394,136 convertible promissory note
	For the nine months ended September 30, 2010, the Company recorded a foreign exchange loss of $5,532 on the note resulting in a balance payable as at September 30, 2010 of $185,038.
	- principal	$	394,136		$	394,136
	Additionally, the conversion feature of this note failed the two-step evaluation criteria contained in ASC 815-40 and, as a result, it was determined that it was required to be bifurcated from the host contract and recorded as a derivative liability. In accordance with ASC 815, the Company is required to re-measure the fair value of the derivative at each reporting period with the change in fair value recorded as a gain or loss in the Statement of Operations. At September 30, 2010, the Company re-measured the fair value of the derivative liability and determined it had a fair value of $nil.
	- foreign exchange adjustment		120,577			106,316
	During the nine months ended September 30, 2010, the Company accrued interest of $12,081 (2009: $3,221) on this note.
			514,713			500,452
	The notes are collaterized by an interest in all property of the Company.
	$150,000 convertible promissory note
Note 6	Loans Payable
	- principal		150,000			150,000
	On April 7, 2010, the Company was loaned €25,000 (US $33,090) by issuance of a promissory note, payable on demand, with interest accruing on the balance of the principal outstanding at 8 percent per annum compounding monthly and payable quarterly, maturing on October 1, 2010. For the nine months ended September 30, 2010, the Company recorded a foreign exchange loss of $1,000 on the note resulting in a balance payable as at September 30, 2010 of $34,090. The Company has negotiated with the holder of the loan to extend the maturity date to January 1, 2011.
	- loan origination fee		16,245			16,245
	As at September 30, 2010, the Company has received additional unsecured advances totalling $27,628. These advances are non-interest bearing and have no specific terms for repayment.
	- foreign exchange adjustment		29,644			24,216
Note 7	Related Party Transactions
			195,889			190,461
	The Company incurred the following charges with directors and officers, companies with a common director and former director, an officer and director of a company of which a former officer and director is the spouse of the Company’s president; the research and development expenditures were paid to a company in which a former officer and director of the Company is the spouse of the Company’s former president.
	$2,000,000 promissory note
	- principal		2,000,000			2,000,000
	- debt discount		(605,031	)		(605,031	)
	- accretion		41,934			-
			1,436,903			1,394,969
	$53,000 convertible promissory note
	- principal		53,000			-
			2,200,505			2,085,882
	Less: current portion		(763,602	)		(690,913	)
		$	1,436,903		$	1,394,969

~~Acrongenomics~~$394,136 ~~Inc.~~Convertible Promissory (ANote ~~Development Stage Company) Notes to the Financial Statements September 30, 2010 and 2009 (Unaudited - Stated in US Dollars) - Page 6~~

~~Note~~During 7the ~~Related~~year ~~Party~~ended ~~Transactions~~December –31, 2008, ~~(cont’d)~~the Company was loaned $394,136 by a director of the Company by the issuance of a convertible promissory note, payable on demand, with interest accruing on the balance of principal outstanding at 8% per annum, compounded monthly and payable monthly. The note is convertible into units of the Company at a price of $0.40 per unit. Each unit will consist of one common share and one share purchase warrant exercisable at $0.75 per share for a period of two years from the date of issuance. Upon the issuance of the note, the Company recorded a beneficial conversion feature totalling $292,124 which was accreted to income in its entirety and included in interest, fees and accretion on notes payable in the financial statements during the year ended December 31, 2008.

										August 17, 1999
										(Date of Inception)
		For the Three Months Ended				For the Nine Months Ended				to
		September 30,				September 30,				September 30,
		2010		2009		2010		2009		2010
Accounting fees	$	10,546	$	12,994	$	47,280	$	64,699	$	403,638
Consulting fees		34,500		34,500		103,500		123,500		828,401
Legal fees		-		-		-		-		60,656
Management fees		-		-		-		-		2,747,128
Rent		-		-		-		-		36,000
Research and development		-		-		-		-		5,604,189
Interest and accretion and fees on convertible Promissory notes - Note 5		15,437		19,781		45,183		35,504		475,823
	$	60,483	$	67,275	$	195,963	$	223,703	$	10,155,835

Effective March 1, 2009, the Company and the lender agreed to modify the terms of the note by increasing the interest rate to 10% per annum and by changing the terms of repayment such that the Company is to repay the note in Canadian dollars at a foreign exchange rate of not less than $1US = $1.27 Canadian. As a result of the Company having to repay the note in a currency other than its functional currency, in accordance with ASC 830-35-1 “Transaction Gains and Losses”, changes in the exchange rate between the US and Canadian dollar will affect the expected amount of the payment upon the settlement of the note requiring the Company to record the change in rate as a transaction gain or loss in the Statement of Operations. For the three months ended March 31, 2011, the Company recorded a foreign exchange loss of $14,261 (2010: $23,642) on the note resulting in a balance payable as at March 31, 2011 of $514,713 (December 31, 2010: $500,452).

	Research and development expenditures charged by a related company were comprised of testing costs of the molecular diagnostic test products.
	Accounts payable and accrued liabilities at September 30, 2010 includes $343,817 (December 31, 2009: $195,037) owing to companies with a common director, a former director and a company of which a former officer and director is the spouse of the Company’s former president for accounting, management and consulting services received.
	Loans payable at September 30, 2010 includes $18,628 (December 31, 2009: $nil) owing to a former officer and director and the spouse of a former officer and director of the company.
	During the 9 months ended September 30, 2010, the Board of Directors approved the grant of 1,200,000 options to a consultant of the company for services rendered. The options vest on a graded vesting schedule where by 25% of the options will vest 3 months after the grant date and every 3 months thereafter until fully vested. They have an exercise price of $0.50 per share and are exercisable for a period of 8 years from the date of issue.
Note 8	Common Stock
	On February 6, 2009, the Company issued 625,000 units pursuant to a private placement at $0.40 per share for total proceeds of $250,000. Each unit consisted of one share and one common share purchase warrant exercisable at $0.75 for a period of two (2) years. The Company paid a commission of $25,000 on this placement.
	On February 6, 2009, the Company issued 66,250 units pursuant to a subscription received of $26,500 as at December 31, 2008. Each unit consisted of one share and one common share purchase warrant exercisable at $0.75 for a period of two (2) years.
	On May 15, 2009, the Company issued 525,000 units pursuant to a private placement at $0.40 per share for total proceeds of $210,000. Each unit consisted of one share and one common share purchase warrant exercisable at $0.75 for a period of two (2) years. The Company paid commissions totalling $19,000 consisting of $16,000 cash and 7,500 shares issued at $0.40 per share on this placement.
	On July 22, 2009, the Company issued 105,000 units @ $0.40 per unit for total proceeds of $42,000 received on February 1, 2010. Each unit consists of one share and one common share purchase warrant exercisable at $0.75 for a period of two (2) years. The Company paid a 10% commission of $4,200 on this placement.

During the three months ended March 31, 2011, the Company accrued interest of $11,887 (2010: $10,761) on this note.

Acrongenomics, Inc. (A Development Stage Company) Notes to the Financial Statements ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010 (Unaudited - Stated in US Dollars) - Page 76

Note 8	Common Stock – (cont’d)
Note 6	Convertible Promissory Notes Payable – (cont’d)
	On September 16, 2009, the Company issued 165,000 units pursuant to a private placement at $0.40 per share for total proceeds of $66,000. Each unit consisted of one share and one common share purchase warrant exercisable at $0.75 for a period of two (2) years. The Company paid a commission of $5,900 on this placement.
	$150,000 Promissory Note
	On September 30, 2009, the Company issued 137,500 units at $0.40 per unit for total proceeds of $55,000. Each unit consists of one share and one common share purchase warrant exercisable at $0.75 for a period of two (2) years. The Company paid a 10% commission of $5,500 on this placement.
	On July 15, 2009, the Company was loaned an additional $150,000 by the same director of the Company by issuance of a convertible promissory note, payable on demand, with interest accruing on the balance of the principal outstanding at 10% per annum compounded monthly and payable monthly. The note contained a similar repayment feature wherein the Company agreed to repay the note in Canadian dollars at a foreign exchange rate of not less than $1US = $1.27 Canadian. When the funds were advanced to the Company, the exchange rate was $1US = $1.1459 Canadian resulting in the loan being recorded at a value of $166,245 at its inception with $16,245 recorded as a loan origination fee. The note is convertible into units of the Company at a price of $0.40 per unit. Each unit will consist of one common share and one share purchase warrant exercisable at $0.75 per share for a period of two years from the date of issuance.
	On October 29, 2009, the Company issued 50,000 units at $0.40 per unit for total proceeds of $20,000. Each unit consists of one share and one common share purchase warrant exercisable at $0.75 for a period of two (2) years. The Company paid a commission of 10% totaling $2,000 by issuing 5,000 shares at $0.10 per share on this placement.
	For the three months ended March 31, 2011, the Company recorded a foreign exchange loss of $5,428 (2010: $8,929) on the note resulting in a balance payable as at March 31, 2011 of $195,889 (December 31, 2010: $190,461).
	On April 15, 2010, the Company issued 25,000 units at $0.40 per unit for total proceeds of $10,000. Each unit consists of one share and one common share purchase warrant exercisable at $0.75 for a period of two (2) years. No commission was payable on this placement.
	During the three months ended March 31, 2011, the Company accrued interest of $4,338 (2010: $3,927) on this note.
	On May 14, 2010, the Company issued 175,000 units at $0.20 per unit for total proceeds of $35,000. Each unit consists of one share of common stock and one common share purchase warrant exercisable at $0.50 for a period of two (2) years.
	These notes are collateralized by an interest in all property of the Company.
	On August 9, 2010, the Company issued 985,000 shares at $0.10 per share and granted 1,200,000 options to directors and consultants of the company for services rendered. The options vest on a schedule whereby 25% of the options will vest 3 months after the grant date and every 3 months thereafter until fully vested. They have an exercise price of $0.50 per share and are exercisable for a period of 8 years from the date of issue.
	$2,000,000 Promissory Note
	On August 9, 2010, the Company issued 200,000 units at $0.10 per unit for total proceeds of $20,000. Each unit consists of one share of common stock and once common share purchase warrant exercisable at $0.50 for a period of two (2) years. The Company paid a commission of 10% totaling $2,000 on this placement comprised of $1,000 cash paid during the period and 10,000 shares issued at $0.10 per share subsequent to September 30, 2010. All proceeds from the above private placements were allocated to share capital with no amounts allocated to the attached warrants based on the residual method.
	In conjunction with its acquisition of Vardisto Investments Ltd. (Note 4), the Company issued a promissory note (“the Note”) due on or before December 31, 2013 for the principal sum of $US 2,000,000, together with interest thereon at a rate equal to four (4%) percent per annum compounded annually. The Company will have the option and right at any time until the Note is fully paid to convert any amount outstanding, including accrued interest into common shares at the average closing price of the three days prior to conversion. The promissory note has been recorded at its fair value on issuance in the amount of $1,394,969 with the resulting discount from its face value of $605,031 being accreted to income as interest expense over the term of the note using the effective interest method.
	On August 24, 2010, the Company issued 100,000 units at $0.10 per unit for total proceeds of $10,000. Each unit consists of one share of common stock and one common share purchase warrant exercisable at $0.50 for a period of two (2) years. The Company paid a commission of $1,000 on this placement.
	During the three months ended March 31, 2011, the Company accrued interest of $19,726 and recorded accretion of $41,934 in respect of this note.
	On September 22, 2010, the Company issued 102,000 units at $0.10 per unit for total proceeds of $10,200. Each unit consists of one share of common stock and once common share purchase warrant exercisable at $0.50 for a period of two (2) years. The Company paid a commission of $1,000 on this placement.
	$53,000 Convertible Promissory Note
	On February 14, 2011, the Company entered into a debt agreement in exchange for a $53,000 convertible promissory note maturing on November 16, 2011. The lender had initially demanded repayment of the note principal and accrued interest thereon along with a 50% penalty by asserting that the Company is in default with respect to terms of the note by failing to remain current in its reporting requirements under the Securities Act of 1934. However, the lender has postponed its demand provided the Company endeavours to become current in its filing requirements. The Company is currently negotiating terms of extension on this note. The note accrues interest at a rate of 8% per annum to maturity and 22% thereafter. The note is convertible at any time at the option of the lender at a price of 61% of the average of the lowest three closing prices in the ten trading days of the common shares prior to the conversion date.
	During the period ended March 31, 2011, the Company accrued interest of $523 on this note.

Acrongenomics, Inc. (A Development Stage Company) Notes to the Financial Statements ~~September~~March 3031, ~~2010~~2011 and ~~2009~~2010 (Unaudited - Stated in US Dollars) - Page 87

Note 8	Common Stock – (cont’d)
Note 7	Loans Payable
	Commitments
	On April 7, 2010, the Company was loaned €25,000 (US $33,090) by issuance of a promissory note, payable on demand, with interest accruing on the balance of the principal outstanding at 8 percent per annum compounding monthly and payable quarterly, maturing on October 1, 2010. For the three months ended March 31, 2011, the Company recorded a foreign exchange loss of $2,115 on the note resulting in a balance payable as at March 31, 2011 of $35,245 (December 31, 2010: $33,130). The Company is currently negotiating with the lender regarding extension of the terms of this note.
	Share Purchase Warrants
	The Company received additional unsecured loans from two (2) other Shareholders of the Company in the amount of $8,000 that bear no specific terms of interest or repayment.
	A summary of changes in the Company’s share purchase warrants for the nine months ended September 30, 2010 and December 31, 2009 outstanding is presented below:
	During the year ended December 31, 2010, the Company received additional unsecured advances from an officer of the Company totalling $18,628 without specific terms of interest or repayment. These advances are non-interest bearing and have no specific terms for repayment. Loans payable at March 31, 2011 includes $19,628 (December 31, 2010: $19,628) owing to an officer and director and the spouse of an officer of the Company.
Note 8	Related Party Transactions
	The Company incurred the following charges with directors and officers, companies with a common director and former director, an officer and director of a company of which a former officer and director is the spouse of the Company’s president; the research and development expenditures were paid to a company in which a former officer and director of the Company is the spouse of the Company’s former president.

	September 30, 2010				December 31, 2009
								August 17, 1999
			Weighted				Weighted
								(Date of
			Average				Average
								Inception)
	Number of		Exercise		Number of		Exercise
		For the three months Ended						to
	Warrants		Price		Warrants		Price
		March 31,						March 31,
Outstanding, beginning of period	3,124,000		$0.75		3,257,870		$1.20
		2011			2010			2011
Issued	602,000		$0.51		1,673,750		$0.75
Accounting fees	$	28,437		$	18,965		$	446,066
Expired	(727,750	)	$0.75		(1,807,620	)	$1.57
Consulting fees		34,500			34,500			934,540
Outstanding, end of period	2,998,250		$0.70		3,124,000		$0.75
Legal fees		-			-			60,656
Management fees		-			-			2,747,128
Rent		-			-			36,000
Research and development		-			-			5,604,189
Interest and accretion and fees on convertible Promissory notes - Note 6		16,226			14,688			507,875
	$	79,163		$	68,153		$	10,336,454

~~The~~Research ~~following~~and ~~table~~development ~~summarizes the~~expenditures ~~warrants~~charged ~~outstanding~~by asa atrelated ~~September~~company ~~30,~~were ~~2010:~~comprised of testing costs of the molecular diagnostic test products.

Number Outstanding	Exercise
and Exercisable	Price	Expiry Date
375,000	$0.75	October 31, 2010(1)
347,500	$0.75	December 31, 2010
20,000	$0.75	January 31,2011
671,250	$0.75	February 28, 2011
525,000	$0.75	May 31, 2011
165,000	$0.75	September 30, 2011
187,500	$0.75	October 31, 2011
105,000	$0.75	February 28, 2012
25,000	$0.75	April 15, 2012
577,000	$0.50	June 15, 2012
2,998,250

Accounts payable and accrued liabilities at March 31, 2011 includes $567,593 (December 31, 2010: $393,917) owing to companies with a common director, a former director and a company of which a former officer and director is the spouse of the Company’s former president for accounting, management and consulting services received.

Acrongenomics, Inc. (1)A ~~Subsequent~~Development toStage ~~September~~Company) Notes 30to the Financial Statements March 31, 2011 and 2010, ~~these~~ (Unaudited ~~warrants~~- ~~expired~~Stated ~~unexercised.~~in US Dollars) - Page 8

Acrongenomics, Inc. (A Development Stage Company) Notes to the Financial Statements September 30, 2010 and 2009 (Unaudited - Stated in US Dollars) - Page 9

Note 8	Related Party Transactions – (cont’d)

	During the 12 months ended December 31, 2010, the Board of Directors approved the grant of 500,000 options to a consultant of the company for services rendered. The options vest on a graded vesting schedule whereby 25% of the options will vest 3 months after the grant date and every 3 months thereafter until fully vested. They have an exercise price of $0.50 per share and are exercisable for a period of 8 years from the date of issue. As at March 31, 2011, 375,000 options are exercisable. 125,000 options vested during the quarter ended March 31, 2011 for which the Company recorded stock-based compensation totalling $3,636 (Note 10).

Note 9	Common Stock

	On April 15, 2010, the Company issued 25,000 units at $0.40 per unit for total proceeds of $10,000. Each unit consists of one share and one common share purchase warrant exercisable at $0.75 for a period of two (2) years. No commission was payable on this placement. All proceeds from the above private placements were allocated to share capital with no amounts allocated to the attached warrants based on the residual method.

	On May 14, 2010, the Company issued 175,000 units at $0.20 per unit for total proceeds of $35,000. Each unit consists of one share of common stock and one common share purchase warrant exercisable at $0.50 for a period of two (2) years. All proceeds from the above private placements were allocated to share capital with no amounts allocated to the attached warrants based on the residual method.

	On August 9, 2010, the Company issued 985,000 shares at $0.10 per share and granted 1,200,000 options to directors and consultants of the company for services rendered. The options vest on a schedule whereby 25% of the options will vest 3 months after the grant date and every 3 months thereafter until fully vested. They have an exercise price of $0.50 per share and are exercisable for a period of 8 years from the date of issue.

	On August 9, 2010, the Company issued 100,000 units at $0.10 per unit for total proceeds of $10,000. Each unit consists of one share of common stock and one common share purchase warrant exercisable at $0.50 for a period of two (2) years. The Company paid a commission of 10,000 shares.

	On August 9, 2010, the Company issued 100,000 units at $0.10 per unit for total proceeds of $10,000. Each unit consists of one share of common stock and one common share purchase warrant exercisable at $0.50 for a period of two (2) years. The Company paid a commission of $1,000.

	On August 24, 2010, the Company issued 100,000 units at $0.10 per unit for total proceeds of $10,000. Each unit consists of one share of common stock and one common share purchase warrant exercisable at $0.50 for a period of two (2) years. The Company paid a commission of $1,000 on this placement. All proceeds from the above private placements were allocated to share capital with no amounts allocated to the attached warrants based on the residual method.

	On September 22, 2010, the Company issued 102,000 units at $0.10 per unit for total proceeds of $10,200. Each unit consists of one share of common stock and one common share purchase warrant exercisable at $0.50 for a period of two (2) years. The Company paid a commission of $1,000 on this placement. All proceeds from the above private placements were allocated to share capital with no amounts allocated to the attached warrants based on the residual method.

	On October 13, 2010, the Company issued 12,500 shares at $0.40 per unit and 10,000 units at $0.10 per unit for commission owing.

Note 8	Commitments – (cont’d)
	Stock-Based Compensation Plan
	In May, 2005, the Company adopted a stock option plan which provides for the granting of stock options to selected directors, officers, employees or consultants in an aggregate amount of up to 2,600,000 common shares of the Company and, in any case, the number of shares to be issued to any one individual pursuant to the exercise of options shall not exceed 10% of the issued and outstanding share capital. The grant of stock options, exercise prices and terms are determined by the Company's Board of Directors.
	A summary of changes in the Company’s stock options for the nine months ended September 30, 2010 and the year ended December 31, 2009 is presented below:

Acrongenomics, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2011 and 2010
(Unaudited - Stated in US Dollars) - Page 9

		September 30, 2010		December 31, 2009
Note 9	Common Stock – (cont’d)
			Weighted		Weighted
	On October 13, 2010, the Company issued 10,000 common shares at a quoted market price of $0.10 for a total of $1,000 for consulting services rendered to the Company.
			Average		Average
	On November 3, 2010, the Company issued 146,000 units at $0.10 per unit for total proceeds of $14,600. Each unit consists of one share of common stock and one common share purchase warrant exercisable at $0.50 for a period of two (2) years. The Company paid a commission of $1,500 on this placement. All proceeds from the above private placements were allocated to share capital with no amounts allocated to the attached warrants based on the residual method.
		Number of	Exercise	Number of	Exercise
	On November 11, 2010, the Company issued 447,500 common shares to three consultants at a quoted market price of $0.07 per share for a total of $31,325 for their consulting services rendered to the Company.
		Options	Price	Options	Price
	On February 15, 2011, the Company issued 75,000 units to a consultant for their consulting services rendered to the Company. Each unit consists of one share of common stock and one common share purchase warrant exercisable at $0.50 for a period of two (2) years. The shares were valued at $0.10 based on their quoted market price for a total of $7,500 and the fair value of the warrants were determined to be $5,125 using the Black-Scholes pricing model with the following assumptions: expected volatility – 199.65%; expected life – 2 years; dividend rate – 0.00%; risk-free discount rate – 0.87%
	Outstanding, beginning of period	2,100,000	$0.86	2,100,000	$0.86
Note 10	Commitments
	Granted	1,200,000	$0.50	-	-
	Share Subscription
	Outstanding, end of period	3,300,000	$0.73	2,100,000	$0.86
	During the three months ended March 31, 2011, the Company received $50,000 as a subscription for the issuance of 625,000 common shares at a price of $0.08 per share. The Company has not yet issued these shares.
	Exercisable, end of period	2,400,000	$0.82	2,050,000	$0.86
	Share Purchase Warrants
	A summary of changes in the Company’s share purchase warrants for the three months ended March 31, 2011 and December 31, 2010 outstanding is presented below:

At September 30, 2010 the following stock options were outstanding:

	March 31, 2011				December 31, 2010
				Weighted				Weighted
				Average				Average
	Number of			Exercise	Number of			Exercise
	Warrants			Price	Warrants			Price

Outstanding, beginning of period	2,421,750		$	0.68	3,124,000		$	0.75
Issued	75,000		$	0.50	748,000		$	0.51
Expired	(691,250	)	$	0.75	(1,450,250	)	$	0.75

Outstanding, end of period	1,805,500		$	0.64	2,421,750		$	0.68

Number of shares
						Aggregate
Total		Number	Exercise	Expiry		Intrinsic
Number		Vested	Price	Date		Value
600,000	(1)	600,000	$1.00	March 22, 2012	$	-
100,000	(2)	100,000	$2.50	May 3, 2016	$	-
600,000	(3)	600,000	$0.50	February 12, 2017	$	-
500,000	(4)	500,000	$0.60	March 31, 2018	$	-
100,000	(5)	100,000	$0.50	April 1, 2018	$	-
200,000	(6)	200,000	$0.50	April 1, 2018	$	-
1,200,000	(7)	300,000	$0.50	June 1, 2018	$	-
3,300,000		2,400,000

Acrongenomics, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2011 and 2010
(Unaudited - Stated in US Dollars) - Page 10

Acrongenomics, Inc. (A Development Stage Company) Notes to the Financial Statements September 30, 2010 and 2009 (Unaudited - Stated in US Dollars) - Page 10

Note 10	Commitments – (cont’d)

	Share Purchase Warrants – (cont’d)

	The following table summarizes the warrants outstanding as at March 31, 2011:

Note 8	Common Stock – (cont’d)
Number Outstanding		Exercise
	Commitments – (cont’d)
and Exercisable		Price	Expiry Date
	Stock-Based Compensation Plan – (cont’d)
525,000		$0.75	May 31, 2011	*
165,000		$0.75	September 30, 2011	*
187,500		$0.75	October 31, 2011	*
105,000		$0.75	February 28, 2012	*
25,000		$0.75	April 15, 2012	*
723,000		$0.50	June 15, 2012
75,000		$0.50	February 15, 2013
1,805,500

	(1)	As at September 30, 2010, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended.
	(2)	As at September 30, 2010, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended.
	(3)	As at September 30, 2010, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period ended March 31, 2010 (2009: $11,647).
	(4)	As at September 30, 2010, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended.
	(5)	As at September 30, 2010, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended.
	(6)	As at September 30, 2010, 200,000 of these options were fully vested. During the nine months ended September 30, 2010, the Company recognized stock-based compensation of $674 (2009: $16,439) included in consulting fees in the financial statements.
	(7)	As at September 30, 2010, 300,000 of these options were fully vested. During the nine months ended September 30, 2010, the Company recognized stock-based compensation of $64,462 (2009: $nil) included in consulting fees in the financial statements and $37,538 remains unrecognized (2009: $nil).

* Subsequent to March 31, 2011, these warrants expired unexercised

AStock-Based ~~summary~~Compensation ~~of changes in the Company’s~~Plan ~~unvested stock options for the nine month period ended September 30, 2010 and the year ended December 31, 2009 is presented below:~~

	September 30, 2010			December 31, 2009
		Weighted	Weighted		Weighted	Weighted
		Average	Average		Average	Average
	Number of	Exercise	Grant Date	Number of	Exercise	Grant Date
	Options	Price	Fair Value	Options	Price	Fair Value
Outstanding, beginning of period	50,000	$0.50	$0.43	300,000	$0.50	$0.43
Granted	1,200,000	$0.50	$0.08	-	-	-
Cancelled	-	-	-	-	-	-
Vested	(350,000)	$0.50	$0.13	(250,000)	$0.50	$0.43
Outstanding, end of period	900,000	$0.50	$0.08	50,000	$0.50	$0.43

In May, 2005, the Company adopted a stock option plan which provides for the granting of stock options to selected directors, officers, employees or consultants in an aggregate amount of up to 2,600,000 common shares of the Company and, in any case, the number of shares to be issued to any one individual pursuant to the exercise of options shall not exceed 10% of the issued and outstanding share capital. The grant of stock options, exercise prices and terms are determined by the Company's Board of Directors.

A summary of changes in the Company’s stock options for the three month period ended March 31, 2011 and the year ended December 31, 2010 is presented below:

	March 31, 2011		December 31, 2010
		Weighted		Weighted
		Average		Average
	Number of	Exercise	Number of	Exercise
	Options	Price	Options	Price

Outstanding, beginning of period	2,600,000	$0.73	2,100,000	$0.76
Granted	-	-	500,000	$0.50

Outstanding, end of period	2,600,000	$0.73	2,600,000	$0.73

Exercisable, end of period	2,475,000	$0.82	2,350,000	$0.82

Acrongenomics, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2011 and 2010
(Unaudited - Stated in US Dollars) - Page 11

Note 10	Commitments – (cont’d)

	Stock-Based Compensation Plan – (cont’d)

	At March 31, 2011 the following stock options were outstanding:

Number of shares
					Aggregate
Total	Number	Exercise	Expiry		Intrinsic
Number	Vested	Price	Date		Value


600,000 ⁽¹⁾	600,000	$1.00	March 22, 2012	$	-
100,000 ⁽²⁾	100,000	$2.50	May 3, 2016	$	-
600,000 ⁽³⁾	600,000	$0.50	February 12, 2017	$	-
500,000 ⁽⁴⁾	500,000	$0.60	March 31, 2018	$	-
100,000 ⁽⁵⁾	100,000	$0.50	April 1, 2018	$	-
200,000 ⁽⁶⁾	200,000	$0.50	April 1, 2018	$	-
500,000 ⁽⁷⁾	375,000	$0.50	June 1, 2018	$	-
2,600,000	2,475,000

	⁽¹⁾	As at March 31, 2011, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended. On March 22, 2012, these options expired unexercised.

	⁽²⁾	As at March 31, 2011, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended.

	⁽³⁾	As at March 31, 2011, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period ended March 31, 2010.

	⁽⁴⁾	As at March 31, 2011, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended.

	⁽⁵⁾	As at March 31, 2011, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended.

	⁽⁶⁾	As at March 31, 2011, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended (2010: $674).

	⁽⁷⁾	As at March 31, 2011, 375,000 of these options were fully vested. During the year ended December 31, 2010, the Company recognized stock-based compensation of $3,636 (2010: $nil) included in consulting fees in the financial statements.

Acrongenomics, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2011 and 2010
(Unaudited - Stated in US Dollars) - Page 12

Note 10	Commitments – (cont’d)

	Stock-Based Compensation Plan – (cont’d)

	A summary of changes in the Company’s unvested stock options for the year period ended March 31, 2011 and the year ended December 31, 2010 is presented below:

	March 31, 2011				December 31, 2010
			Weighted	Weighted			Weighted	Weighted
			Average	Average			Average	Average
	Number of		Exercise	Grant Date	Number of		Exercise	Grant Date
	Options		Price	Fair Value	Options		Price	Fair Value

Outstanding, beginning of period	250,000		$0.50	$0.08	50,000		$0.50	$0.43
Granted	-		-	-	500,000		$0.50	$0.08
Cancelled	-		-	-	-		-	-
Vested	(125,000	)	$0.50	$0.08	(300,000	)	$0.50	$0.13

Outstanding, end of period	125,000		$0.50	$0.08	250,000		$0.50	$0.08

Stock-based compensation amounts, including those related to shares issued for non-cash consideration during the period, are classified in the Company’s Statement of Operations as follows:

		2010			2009
			2011			2010
~~Consulting fees~~	$Consulting fees	~~65,136~~$	16,261	$	~~16,439~~$	674
Management fees		-			11,647
	$	65,136		$	28,086

Acrongenomics, Inc. (A Development Stage Company) Notes to the Financial Statements September 30, 2010 and 2009 (Unaudited - Stated in US Dollars) - Page 11

	As at March 31, 2011, there remains $2,205 of unrecognized stock-based compensation associated with options that have not vested. This compensation expense is to be recognized in the financial statements for the period ended June 30, 2011.

Note 11	Non-cash Transaction

	Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statement of cash flows.

	During the three months ended March 31, 2011, the Company issued 75,000 units having a fair value of $12,625 in respect of payment of services.

Note 9	Subsequent Events
	On October 19, 2010, the Company received $14,600 from the sale of 146,000 units at $0.10 per unit. Each unit consists of one share and one common share purchase warrant exercisable at $0.50 for a period of two (2) years. The funds in the amount of $14,600 were received, but the shares have not yet been issued.
	Subsequent to September 30, 2010, the Board of Directors approved the issuance of 447,500 shares to directors and consultants of the company for services rendered.
Note 10	Comparative Figures
	Certain of the comparative figures have been reclassified to conform with the presentation for the current period.

Acrongenomics, Inc.
(A Development Stage Company)
Notes to the Financial Statements
March 31, 2011 and 2010
(Unaudited - Stated in US Dollars) - Page 13

Note 12	Subsequent Events

	Subscription Agreements
	Subsequent to March 31, 2011:

	a)	On May 3, 2011, the Company received $10,000 pursuant to a subscription agreement for 100,000 units at $0.10 per unit. Each unit consists of one common share and one share purchase warrant exercisable into one additional common share of the Company for $0.50 for a period of two (2) years from the month of issue.

	b)	On May 5, 2011, the Company received $30,000 pursuant to a subscription agreement for 300,000 units at $0.10 per unit. Each unit consists of one common share and one share purchase warrant exercisable into one additional common share of the Company for $0.50 for a period of two (2) years from the month of issue. A commission of $3,000 was paid on this subscription.

	c)	On May 11, 2011, the Company received $10,000 pursuant to a subscription agreement for 100,000 units at $0.10 per unit. Each unit consists of one common share and one share purchase warrant exercisable into one additional common share of the Company for $0.50 for a period of two (2) years from the month of issue.

	d)	On May 31, 2011, the Company received $20,000 pursuant to a subscription agreement for 200,000 units at $0.10 per unit. Each unit consists of one common share and one share purchase warrant exercisable into one additional common share of the Company for $0.50 for a period of two (2) years from the month of issue.

	e)	On June 10, 2011, the Company received $10,000 pursuant to a subscription agreement for 100,000 units at $0.10 per unit. Each unit consists of one common share and one share purchase warrant exercisable into one additional common share of the Company for $0.50 for a period of two (2) years from the month of issue. A commission of $1,000 was paid on this subscription.

	f)	On June 10, 2011, the Company received $20,000 pursuant to a subscription agreement for 200,000 units at $0.10 per unit. Each unit consists of one common share and one share purchase warrant exercisable into one additional common share of the Company for $0.50 for a period of two (2) years from the month of issue. A commission of $2,000 was paid on this subscription.

	g)	On October 31, 2011, the Company received $20,000 pursuant to a subscription agreement for 200,000 units at $0.10 per unit. Each unit consists of one common share and one share purchase warrant exercisable into one additional common share of the Company for $0.50 for a period of two (2) years from the month of issue.

	h)	During the month of February 2012, the Company received $24,000 pursuant to three (3) subscription agreements for 240,000 shares at $0.10 per share. No warrants are attached to these subscriptions.

	i)	During the month of March 2012, the Company received $55,026 pursuant to five (5) subscription agreements for 550,260 shares at $0.10 per share. No warrants are attached to these subscriptions.

	j)	During the month of April 2012, the Company received $83,000 pursuant to one (1) subscription agreement for 830,000 shares at $0.10 per share. No warrants are attached to this subscription.

	k)	During the month of May 2012, the Company received $8,500 pursuant to two (2) subscription agreements for 85,000 shares at $0.10 per share. No warrants are attached to these subscriptions.

Promissory Notes
Subsequent to March 31, 2011:

On February 1, 2012, the Company issued a promissory note in the amount of EUR 30,000 bearing interest at a rate of 8% per annum compounded monthly and maturing on July 1, 2012. This note is secured by a guarantee approved by the board of directors of the Company.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “~~expect~~expects”, “~~plan~~plans”, “~~anticipate~~anticipates”, “~~believe~~believes”, “~~estimate~~estimates”, “~~predict~~predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Examples of forward-looking statements in this quarterly report include statements regarding, by way of example and not in limitation:

~~the~~our plans ofwith ~~Molecular~~respect ~~Vision~~to Vardisto Investments Limited, Halldale Ventures Limited, and Irwingom Ventures Limited;
our intention to acquire additional shares in Molecular Vision;
our intention to close the share exchange transaction with Vardisto;
our belief that certain products will be classified in certain categories for regulator purposes; and
our cash requirements for the next 12 months.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In this report, unless otherwise specified, all references to “common shares” refer to the common shares of our capital stock.

As used in this quarterly report, the terms “we”, “us”, and “our”~~, and~~ ~~“Acrongenomics”~~ refer to Acrongenomics, Inc. and its subsidiaries, ~~unless~~Vardisto Investments Limited, Halldale Ventures Limited and Irwingom Ventures Limited, unless otherwise indicated. All references to $“£” means the Pound Sterling and to $ means United States dollars.

~~Plan~~Overview ~~of Operation~~

~~Corporate~~Previously, ~~Overview~~we were engaged solely in the business of the development and commercialization of the BioLED Technology, which combines microfluidics and polymer Light Emitting Diodes (“pLED”) for use in future point-of-care diagnostic devices, under various joint development agreement with Molecular Vision Limited (“Molecular Vision”). Molecular Vision owns the BioLED technology and we had the right to develop and commercialize it in exchange for a royalty. On August 19, 2008, we entered into a new agreement with Molecular Vision. Upon the closing of the new agreement with Molecular Vision, our joint development agreement was cancelled in exchange for 25% of the issued and outstanding shares of Molecular Vision. As a result of this new arrangement, we have been much less involved with the development of the BioLED technology than we had been in the past and we have focused instead on acquiring an interest in another technology through obtaining 100% of the issued and outstanding shares of Vardisto Investments Limited (“Vardisto”). In July 2009, we purchased 19,426 preferred shares of Molecular Vision for $275,000 (£166.042) . These preferred shares are convertible into Class B common shares of Molecular Vision at the rate of one Class B common share for each preferred share held. As of March 31, 2011, we held 33,734 shares in the common stock and 19,426 shares in the preferred stock of Molecular Vision, which is approximately 17.2% of the issued and outstanding shares of Molecular Vision. In our December 31, 2010 audited financial statements, we wrote-down our investment in Molecular Vision to a nominal amount. This was mainly due to the minimal cash flow available to continue with the development costs. On December 29, 2010, we completed the acquisition of 100% of the total outstanding share capital of Vardisto Investments Limited. In consideration for the total shares outstanding, we issued a promissory note to Inter Jura CY (Services) Limited, a Cyprus company and the previous sole direct shareholder of Vardisto Investments Limited, for the principal sum of $2,000,000, together with interest thereon at a rate equal to 4% per annum compounded annually, until the balance of principal and interest outstanding is paid in full.

~~Until~~We ~~August~~have ~~19,~~the ~~2008,~~option weand ~~had~~right ~~been~~at ~~operating~~any ~~pursuant~~time prior to athis note ~~development~~being ~~agreement~~paid ~~with~~to ~~Molecular~~convert ~~Vision~~any ~~Limited~~amount outstanding under this Promissory Note (~~“Molecular~~including ~~Vision”~~accrued interest), into shares of our common stock. The conversion ~~whereby~~will webe ~~funded~~deemed to occur at the ~~development~~average of the ~~point-of-care~~three ~~device~~prior ofday ~~Molecular~~closing price (the ~~Vision~~“Average inPrice”) ~~return~~of ~~for~~our acommon ~~license~~stock toon ~~commercialize~~the ~~and~~OTCBB ~~sell~~or ~~the~~any ~~device.~~other Onstock ~~August~~exchange or ~~19,~~trading ~~2008,~~market wewhere ~~changed~~ our ~~relationship~~stock ~~with~~is ~~Molecular~~listed ~~Vision~~for bytrading. ~~entering~~We ~~into~~may andeliver a notice of ~~interim~~such ~~agreement,~~conversion ~~and~~(the a“Conversion ~~subsequent~~Notice”) ~~agreement~~to onInter ~~November~~Jura ~~13,~~CY ~~2008,~~(Services) ~~whereby,~~Limited weat ~~terminated~~any ~~our~~time ~~previous~~before ~~development~~maturity ~~agreement~~of inthis ~~exchange~~note, ~~for~~together with a ~~royalty~~calculation onof the amount ~~product~~converted, ~~sales~~the orAverage ~~license~~Price ~~fees~~and ~~received~~the bynumber ~~Molecular~~of ~~Vision~~common ~~for~~shares ~~products~~to orbe issued (the ~~licenses~~“Payment ~~based~~Shares”). onUpon ~~Molecular~~issuance ~~Vision’s~~and ~~suite~~delivery of ~~patents,~~the ~~and~~Payment weShares ~~received~~to ~~17,168~~Inter ~~additional~~Jura ~~common~~CY ~~shares~~(Services) Limited, the amount of ~~Molecular~~this ~~Vision~~Promissory Note indicated in the Conversion Notice will be deemed satisfied and fully paid.

On January 31, 2009, we entered into a share exchange agreement with Vardisto Investments Limited (“Vardisto”), whereby we agreed to acquire 600 shares of common stock of Vardisto, representing 60% of their total outstanding share capital in exchange for the issuance of 9,000,000 shares of our common stock. The share exchange agreement is conditional upon certain events occurring and there is no assurance that the share exchange agreement will close. As at November 12, 2010, we have not issued the 9,000,000 share in connection with the acquisition of Vardisto and the transaction has not closed.

~~Over~~Vardisto’s ~~the~~assets ~~next~~are 12its ~~months,~~ownership weinterest ~~will~~in ~~work~~Halldale Ventures onLimited ~~closing~~(“Halldale”) ~~the~~and ~~share~~Irwingom Ventures Limited (“Irwingom”). ~~exchange~~Halldale ~~agreement~~and ~~with~~Irwingom are Cyprus private companies, in which Vardisto holds an 80% and 65% interest respectively. ~~Further,~~This wemajority ~~intend~~ownership tointerest ~~work~~in ~~with~~the ~~Molecular~~share ~~Vision~~capital toof ~~develop~~Halldale and ~~commercialize~~Irwingom gives Vardisto a majority interest in the intellectual ~~BioLED~~property ~~Technology~~and the business of Halldale and Irwingom.

As a result of the Share Exchange Agreement, (i) Vardisto became a direct wholly-owned subsidiary of our company; (ii) Halldale Ventures Limited became an indirect 80% subsidiary of our company and (iii) Irwingom Ventures Limited became an indirect 65% subsidiary of our company.

Halldale’s assets include research materials and experimental results from the use of a compound referred to as “compound X” as a hypolipidemic agent and development of a potential cholesterol-lowering agent, and main competitor of Statins in combination with essential oil derived from plants to treat effectively hypercholesterolemia. Irwingom’s assets include plans for the development of a system called IKAROS-1000, as a sophisticated and friendly to the environment fire extinguishing system, while its mechanics may also have applications in other sectors.

Cash Requirements

We have not generated any revenues and ~~our~~we ~~operating activities~~ have ~~resulted~~used cash in an our operating ~~loss~~activities in the amount of $~~286~~50,~~942~~129 for the three ~~month~~(3) ~~period~~months ended ~~September~~March 3031, ~~2010~~2011 ~~and~~compared anto ~~operating loss of~~ $~~571~~45,~~030~~672 for the ~~nine~~three ~~month~~(3) ~~period~~ months ended ~~September~~March 3031, ~~2009~~ 2010. This ~~loss~~negative incash ~~operations~~ flow is attributable to our ~~operating~~ ~~expenses,~~net ~~including~~loss ~~but~~of ~~not limited to~~$249,242 ~~general and administration and~~offset by the ~~payment~~change ofin ~~our~~accounts ~~consulting~~payable ~~fees~~of $117,914 ~~audit fees~~ and ~~legal~~non-cash ~~fees.~~items Weincluded ~~anticipate that~~in our ~~expenses will increase as we intend to focus on the development of our~~ ~~new~~net ~~project~~loss ~~with~~totaling ~~Vardisto.~~$79,999 We estimate our ~~expenses~~cash inrequirement for the next 12 months ~~will~~ to be approximately $1300,~~800,~~000, generally falling in four major categories: research and development, general and administrative expenses, investor relations and professional fees.

We estimate our operating expenses and working capital requirements for the next 12 months to be as follows:

Expense		Amount
Research & Development	$	~~500~~20,000
General & Administrative	$	~~600~~80,000
Investor Relations	$	~~400~~80,000
Professional Fees	$	300,000
Professional fees	$	120,000
	$	1300,~~800,~~000

Research & Development expenses are expected to include our contributions to the research and development of the potential cholesterol-lowering agent ~~that is currently in development~~ by the subsidiary of ~~Vardisto.~~ ~~If we do not acquire~~ Vardisto~~, then we intend to seek out and acquire another, as yet unknown, technology and to spend approximately this amount on our research and development~~.

General & Administrative expenses ~~will~~are ~~include~~expected ~~consulting~~to include ~~fees~~travel, ~~office~~transfer ~~rent~~agents, ~~utilities,~~office ~~communication~~rent, office ~~equipment and~~ supplies, banking fees, ~~insurance,~~ and corporate materials~~, accounting and temporary office assistance~~.

Investor ~~relations~~Relations expenses ~~will~~are expected to include the costs of paying for investor relations representatives, press releases, advertising, and ~~travel expenses~~interest ~~related~~expense toon ~~promoting~~loans ~~our~~from ~~company~~various investors.

Professional fees will include all payments to our outsourced attorney and independent auditor.

As of September 30, 2010, we had approximately $6,177 in cash. We do not have enough funds to pay for our estimated operating expenses for the next 12 months and require additional financing to continue our business. We anticipate that we will have to address the cash shortfall through additional equity financings in the future. We can offer no assurance, however, that such financings will be available on terms acceptable to our company. The weakening of economic conditions in the U.S. and around the world could have harmful effects on our ability to raise money to fund our planned operations.

We believe that decreases in value of the common shares of many companies worldwide will make selling shares of our common stock increasingly difficult. If we are not able to sell enough of our shares to meet our financial needs, we will have to consider borrowing the money we need. Because of the credit crisis, it is possible that we would not be able to borrow adequate amounts to fund our operations on terms and at rates of interest we find acceptable and in our best interests. If we are unable to obtain the amount of money that we need to fund our operations, then we will likely go out of business and investors will lose their entire investment in our company.

We do not expect that the difficult economic conditions are likely to improve significantly in the near future. Further deterioration of the economy, and even consumer fear that the economy will deteriorate further could intensify the adverse effects of these difficult market conditions.

Professional fees are expected to include all payments to our outsourced attorney, accountant and independent auditor.

As of March 31, 2011, we had $59,486 in cash compared to $6,615 as at December 31, 2010. We do not have enough funds to pay for our estimated operating expenses for the next 12 months and require additional financing to continue our business.

We anticipate that we will have to address the cash shortfall through additional equity financings in the future. We can offer no assurance, however, that such financings will be available on terms acceptable to our company. If we are able to raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted.

If we are not able to sell enough of our shares to meet our financial needs, we will have to consider borrowing the money we need. It is possible that we would not be able to borrow adequate amounts to fund our operations on terms and at rates of interest we find acceptable and in our best interests. Obtaining commercial or other loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to delay or scale down some or all of our marketing, business development and product development activities or perhaps even cease the operation of our business.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment.

Personnel Plan

We currently do not have ~~two~~any ~~executive~~personnel. ~~officers~~Our ~~and~~three ~~one~~(3) ~~consultant,~~executive ~~which~~officers ~~are~~share ~~engaged~~the ~~pursuant to consulting agreements~~duties.

General Administration

We anticipate spending approximately $~~600~~80,000 on general and administration costs in the next 12 months. These costs are expected to consist primarily of travel, office, ~~rent~~transfer agents and consulting fees.

Liquidity and Capital Resources

Working Capital (Deficit)

Our working capital (deficit) at March 31, 2011 and December 31, 2010 is summarized as follows:

		March 31, 2011			December 31, 2010
Current Assets	$	59,486		$	6,615
Current Liabilities		2,069,120			1,876,402
Working Capital (deficit)	$	(2,009,634	)	$	(1,869,787	)

The increase in our working capital deficit of $139,847 was primarily due to an increase of our accounts payables of $117,914, an increase in the US$ carrying value of our convertible promissory notes payable of $72,689, an increase of loans payable of $2,115 and an increase in our cash of $52,871.

On February 14, 2011, subsequent to our December 31, 2010 year end, we entered into a debt agreement with Asher Enterprises, Inc. in exchange for $53,000 in cash financing maturing on November 16, 2011. The convertible note accrues interest at a rate of 8% per annum to maturity and 22% thereafter. The note is convertible at 61% of the average of the lowest three closing prices of the common shares of the ten trading days prior to the conversion date.

On April 18, 2011, we received a demand letter with respect to a convertible promissory note dated February 14, 2011 issued to Asher Enterprises, Inc. in the principal amount of $53,000 bearing a per annum interest rate of 8%. The letter stated that the convertible promissory note provides that we would be in default if we fail to comply with the reporting requirements of the Securities Exchange Act of 1934. Based on this, the letter stated that we were in default under the convertible promissory note and demanded the immediate payment as provided in the convertible promissory note of $79,500 together with default interest as provided in the convertible promissory note. The letter stated that Asher Enterprises, Inc. would consider waiving this default, provided that we immediately become current in our filing obligations. Asher Enterprises, Inc. agreed to postpone the demand for payment, as long as we provided them with regular updates on our status of our reporting requirements.

We are still in default, but working to resolve the matter. Cash Flows

Our cash flow for the three (3) month period ended March 31, 2011 and 2010 is summarized as follows:

		Three (3)			Three (3)
		months			months
		Ended			Ended
		March 31,			March 31,
		2011			2010
Net cash used in operating activities	$	(50,129	)	$	(45,672	)
Net cash provided by (used in) investing activities		-			-
Net cash provided by financing activities		103,000			43,049
Change in cash and cash equivalents during the period	$	52,871		$	(2,623	)

Cash Used In Operating Activities

During the three months ended March 31, 2011 we used net cash in operating activities in the amount of $50,129 as a result of our net loss totaling $249,242 offset by the change in accounts payable of $117,914 and non-cash items included in our net loss totaling $79,999

Cash from Financing Activities

During the three months ended March 31, 2011, cash provided by financing activities was $103,000 consisting of a share subscription in the amount of $50,000 and the issuance of a promissory note in the amount of $53,000.

Cash from Investing Activities

We did not use any cash in investing activities during the three months ended March 31, 2011.

Results of Operations

Our operating results for the three and nine month period ended September 30, 2010 and September 30, 2009 are summarized as follows:

		Three			Three			Nine			Nine
		Months			Months			Months			Months
		Ended			Ended			Ended			Ended
		September			September			September			September
		30, 2010			30, 2009			30, 2010			30, 2009
Revenue	$	-		$	-		$	-		$	-
Expenses		286,942			108,454			571,030			491,464
Net loss	$	(325,162	)		(193,498	)		(629,571	)		(637,117	)

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues until such time as we have begun commercial production or ~~receive~~ royalties from our investment ~~with~~in ~~Molecular~~our ~~Vision~~subsidiaries.

Expenses

Our expenses for the three ~~and~~(3) ~~nine~~months ~~month period~~ ended ~~September~~ 30March 31, ~~2010~~2011 and 2010 ~~2009~~were ~~are summarized~~ as follows:

		Three Months Ended				Nine Months Ended
		Three months		Three months
		September 30				September 30
		Ended		Ended
		2010		2009		2010		2009
		March 31, 2011		March 31, 2010
Expenses
Accounting and audit fees		51,412		48,965
Accounting and audit fees	$	25,444	$	22,323	$	141,818	$	116,505
Amortization of patents		-		-		-		-
Appraisals		-		-		-		-
Bank charges		321		710		1,084		1,644
Consulting fees		128,962		61,324		258,636		245,978
Legal fees		14,333		6,697		17,136		49,135
Management fees		-		-		-		11,647
Office and miscellaneous		1,128		182		2,279		2,393
Investor relations		98,500		-		98,500		-
Public relations and donation		-		-		-		7,600
Rent		16,164		15,280		46,907		45,837
Research and development		-		-		-		-
Transfer agent and filing fees		2,090		1,938		4,670		6,229
Travel		-		-		-		4,496
Write-down of patents		-		-		-		-
Total Expenses	$	286,942	$	108,454	$	571,030	$	491,464

Three Months Ended September 30, 2010 and 2009

Expenses for the three months ended September 30, 2010 increased by $178,488 over the same period in 2009.

Accounting and audit fees

Accounting and audit fees for the three months ended September 30, 2010 increased by $3,121 compared to the same period in 2009. This was primarily the result of additional fees for the completion of our 2009 corporate tax.

Consulting fees

The consulting fees for the three months ended September 30, 2010 increased by $67,638 compared to the same period in 2009. This was primarily the result of stock based compensation on options issued to a consultant in the amount of $65,136 and hiring additional temporary consultant.

Legal fees

Legal fees for the three months ended September 30, 2010 increased by $7,636 compared to the same period in 2009. This was primarily due to additional discussions with our lawyer on potential projects.

Office and rent expenses

Office and rent expenses for the three months ended September 30, 2010 increased by $1,830 compared to the same period ended September 30, 2009. This was primarily the result of paying our yearly rent of $884 for our registered office and additional transfer fees.

Investor relations

Investor relations for the three months ended September 30, 2010 increased by $98,500 compared to the same period ended September 30, 2009 due to issuance of shares to various shareholders that assisted our company in the raising of funds.

Nine Months ended September 30, 2010 and 2009

Expenses for the nine months ended September 30, 2010 increased by $79,566 over the same period in 2009.

Accounting and audit fees

Accounting and audit fees for the nine months ended September 30, 2010 increased by $25,313 compared to the same period in 2009. This was due to considerable increase in year end auditing fees invoiced during the nine months ended September 30, 2010.

Consulting fees

Consulting fees for the nine months ended September 30, 2010 increased by $12,658 compared to the same period in 2009. This was primarily the result of recording in 2009 signing bonuses as consulting fees, stock based compensation on options issued to a consultant in the amount of $65,136 and paying $20,000 to a temporary consultant.

Legal fees

Legal fees for the nine months ended September 30, 2010 were reduced by $31,999 due to additional work for agreements required in 2009, which was not required in 2010.

Management fees

	Three months	Three months
	Ended	Ended
	March 31, 2011	March 31, 2010
Amortization of patents	1,200	-
Bank charges	171	302
Consulting fees	80,761	65,174
Legal fees	8,611	-
Office and miscellaneous	-	665
Rent	-	15,288
Transfer agent and filing fees	4,016	-
Interest, fees and accretion on notes payable	81,119	14,688
Change in fair value on notes of derivative	-	85,163
Foreign exchange gain (loss)	21,952	19,735
	249,242	249,980

~~Management~~Expenses ~~fees payable~~ for the ~~nine~~three (3) months ended ~~September~~March 3031, ~~2010~~ 2011 decreased by a total of $~~11,647~~738 compared to the ~~same~~three ~~period~~(3) months ended March 31, 2010. The decrease was due to a decrease in ~~2009~~our bank service charges in the amount of $131, a decrease in our office and miscellaneous expenses in the amount of $665, a decrease in the rent expense of $15,288, and a decrease in the fair value of our derivative liability in the amount of $85,163. This isdecrease was ~~primarily~~in return offset by an increase in our accounting and auditing fees in the ~~due~~amount toof $2,447, an increase in our ~~company~~consulting ~~not~~fees ~~incurring~~of ~~any~~$15,587, ~~management~~an increase in our legal fees ~~for~~of $8,611, an increase in the ~~nine~~amount ~~months~~paid ~~ended~~to our transfer agent ~~September~~and 30filing of $4,016, ~~2010.~~an increase in our interest, fees and accretion on our notes payable in the amount of $66,431 and an increase in foreign exchange loss of $2,217.

~~Investor~~Audit ~~relations~~Fees and accounting fees

~~Investor~~Our ~~relations~~accounting ~~fees~~and ~~for~~audit ~~the~~fees ~~nine~~increased ~~months~~by ~~ended~~$2,447 ~~September~~in ~~30,~~the period ~~2010~~ended ~~increased~~March ~~by $98~~31,~~500~~ 2011 compared to the ~~same~~ period inended ~~2009.~~March ~~This~~31, is2010 due to an ~~issuance~~decrease in audit fees of ~~shares~~$7,025 toresulting ~~various~~from ~~shareholders~~auditors ~~for~~only ~~services~~commencing ~~provided~~work on the year end audit after the quarter ended March 31, 2011 and an increase in accounting fees of $9,472 due to ~~our~~the company completing the accounting work on inthe ~~raising~~December ~~funds.~~31, 2010 during the quarter ended March 31, 2011.

~~Travel~~Office ~~expense~~and Bank Charges

~~Travel~~Our ~~expense~~combined ~~for~~office ~~the~~and ~~nine~~bank ~~months~~charges decreased during the period ended ~~September~~March 3031, ~~2010 decreased~~2011 by $~~4,496~~796 compared to the ~~same~~ period inended ~~2009.~~March 31, 2010. This iswas ~~primarily~~mainly ~~due to~~the ~~reduction~~result inof ~~travel~~us ~~operations~~undertaking inless ~~2010~~activities.

~~Public~~Consulting ~~relations and donations~~ Fees

~~Public~~The ~~relations~~consulting fees ~~for~~we ~~the~~paid ~~nine~~increased ~~months~~during ~~ended~~the ~~September~~period ~~30,~~ended ~~2010~~March ~~decreased~~31, 2011 by $715,~~600~~587compared ~~compared~~ to the ~~same~~ period inended ~~2009~~March 31, 2010. This iswas the ~~due~~result toof ~~not~~ our Company requesting and paying ~~any~~a ~~fees~~consultant for ~~public~~additional ~~relations~~work in ~~during~~2011 in the ~~nine~~amount ~~months~~of ~~ended~~$ ~~September 30~~12,625 and an increase in stock-based compensation in ~~2010~~2011 of $ 2,962.

~~Liquidity~~Legal ~~and~~Fees ~~Capital Resources~~

~~Working~~Our ~~Capital~~legal fees increased in the period ended March 31, 2011 by $8,611 compared to the period ended March 31, 2010. This was the result of our company requiring legal services in the amount of $5,611 during the quarter on our investment in Molecular Vision and Vardisto investments. In addition we incurred a $3,000 legal fee on the convertible note with Asher Enterprises.

Our working capital as at September 30, 2010 and December 31, 2009 is summarized as follows:

		At September 30,			At December 31,
		2010			2009
Cash	$	6,177		$	4,303
Current Liabilities		(1,770,280	)		(1,380,671	)
Working Capital (Deficit)	$	(1,764,103	)	$	(1,376,368	)

The increase in our working capital deficit of $387,735 was primarily due to an increase in our accounts payable and accrued liabilities.

On March 5, 2010, we received unsecured advances of $7,320 from Platon Tzouvalis, our president and one of our directors, and on May 14, 2010, we repaid Mr. Tzouvalis in full. This advance was non-interest bearing and had no specific terms for repayment.

On March 11, 2010 and May 14, 2010, we received unsecured advances of $13,506 and $5,121, respectively, from Ron Lizée, our chief financial officer and one of our directors, and his spouse. These advances are non-interest bearing and have no specific terms for repayment.

We issued a convertible promissory note dated April 1, 2010 with a maturity date of October 1, 2010 for proceeds received in the amount of €25,000 (US$33,090). The note bears interest at 8% per annum and is convertible into units of our company at $0.20 per unit. Each unit will consist of one share and one share purchase warrant exercisable at US$0.50 for a period of 2 years. We have negotiated with the holder of the loan to extend the maturity date to January 1, 2011.

OnRent ~~April~~Expenses 8, 2010 we received $5,000 loan advance from one of our stockholders. On April 14, 2010, we received $3,000 loan advance from one of our stockholders. On May 14, 2010, we received an advance of $5,122 from a director of our company. These loans are non-interest bearing and payable one month from date of demand.

OnOur ~~April~~rental ~~15,~~expenses ~~2010~~decreased in the period ended March 31, we2011 compared ~~issued~~to 25the period ended March 31,~~000~~ ~~units~~2010 atby $015,288.40 ~~per~~This ~~unit~~was ~~for~~the result ~~total~~ of ~~proceeds~~our ofCompany ~~$10,000.~~not ~~Each~~having ~~unit~~to ~~consists~~pay $15,000 of ~~one~~rent ~~share~~to ~~and~~Vardisto ~~one~~during ~~common~~the ~~share~~quarter ~~purchase~~ ended ~~warrant~~March ~~exercisable~~31, at2011 ~~$0.75~~due ~~for~~to aour ~~period~~acquisition of ~~two~~Vardisto ~~(2)~~in ~~years~~December 2010. NoIn ~~commission~~ addition ~~was~~the ~~payable~~company had to pay the balance outstanding of $288 on ~~this~~fees ~~placement~~for our registered office in London.

OnTransfer ~~May~~Agent ~~14, 2010,we issued 175,000 units at $0.20 per unit for total proceeds of $35,000. Each unit consists of one share of common stock~~ and ~~one~~ ~~common~~Filings ~~share purchase warrant exercisable at $0.50 for a period of two (2) years.~~

OnOur ~~August~~transfer 9,agent ~~2010, we issued 985,000 share~~ and ~~granted 1,200,000~~filings ~~options~~expense toincreased ~~directors and consultants of our company~~ for ~~services~~the period ~~rendered.~~ended ~~The~~March ~~options~~31, ~~vest~~2011 ~~on a graded vesting schedule where~~ by ~~25%~~$4,016 ofcompared ~~the options~~to ~~will vest 3 months after~~ the ~~grant~~period ~~date~~ended ~~and~~March ~~every~~31, 32010. ~~months thereafter~~This ~~until~~was ~~fully~~due ~~vested.~~to ~~They~~the ~~have~~number ~~an exercise price~~ of ~~$0.50~~forms ~~per~~that ~~share~~required ~~and~~to ~~are exercisable~~be ~~for~~filed awith ~~period~~our oftransfer 8agent regarding ~~years~~the ~~from~~convertible ~~the~~note ~~date~~with ofAsher ~~issue~~Enterprises.

~~On August 9~~Interest, ~~2010,~~fees ~~we issued 200,000 units at $0.10 per unit for total proceeds of $20,000. Each unit consists of one share of common stock~~ and ~~once~~accretion ~~common share purchase warrant exercisable at $0.50 for a period of two (2) years. We paid a commission of 10% totaling $2,000~~ on ~~this~~Notes ~~placement comprised~~Payable of $1,000 cash paid during the period and 10,000 shares issued at $0.10 per share subsequent to September 30, 2010. All proceeds from the above private placements were allocated to share capital with no amounts allocated to the attached warrants based on the residual method.

OnThe ~~August~~interest ~~24, 2010,~~ we ~~issued~~incurred ~~100,000~~on ~~units~~notes atpayable ~~$0.10~~increased ~~per~~by ~~unit~~$66,431 ~~for~~in ~~total~~the ~~proceeds~~period ofended ~~$10~~March 31,~~000.~~ ~~Each~~2011 ~~unit~~compared ~~consists~~to ofthe ~~one~~period ~~share~~ended ofMarch ~~common~~31, ~~stock~~2010. ~~and~~This ~~one~~was ~~common~~the ~~share~~result ~~purchase~~of ~~warrant~~additional ~~exercisable~~interest aton ~~$0.50~~unpaid ~~for~~accrued ainterest ~~period~~and accretion ofon ~~two (2)~~the ~~years.~~debt Wediscount ~~paid~~associated awith ~~commission~~the ofVardisto ~~$1,000~~promissory onnote ~~this~~in the ~~placement~~amount of $41,934.

OnChange ~~September~~in ~~22,~~fair ~~2010,~~value ~~we issued 102,000 units at $0.10 per unit for total proceeds~~ of ~~$10,200.~~the ~~Each~~derivative ~~unit~~liability ~~consists of one share of common stock and once common share purchase warrant exercisable at $0.50 for a period of two (2) years. We paid a commission of $1,000 on this placement.~~

~~Cash~~This ~~Flows~~amount decreased by $85,163 for the period ended March 31, 2011 because the calculation of the fair value of the embedded derivative liability on two (2) of our convertible promissory notes was $Nil for the period ended March 31, 2011, however, for the period ended March 31, 2010 the fair value was calculated as $85,163.

Our cash flow for the nine month periods ended September 30, 2010 and 2009 is summarized as follows:

	Nine		Nine
	Months		Months
	Ended		Ended
	September		September
	30, 2010		30, 2009
Net cash used in operating activities	(136,274	)	(444,862	)
Net cash used in investing activities	-		(289,643	)
Net cash provided by financing activities	138,148		716,400
Increase (decrease) in cash during the period	1,874		(18,105	)

Cash Used In Operating Activities

During the nine months ended September 30, 2010, we used net cash in operating activities in the amount of $136,274 primarily towards payments for our expense of office, consulting and professional fees, as well as increase in our accounts payables.

Cash Used In Investing Activities

During the nine months ended September 30, 2010, we did not use any cash in investing activities.

Cash from Financing Activities

We received net cash of $138,148 from financing activities during the nine months ended September 30, 2010. Net cash generated by financing activities is attributable to cash received from the sale of shares of our common stock for a total of $78,200 and loan advances of $59,948 .

Going Concern

We have historically incurred losses and have incurred a ~~net~~ loss of $~~325~~249,~~162~~ 242 for the three months ended ~~September~~March 3031, ~~2010~~2011 and a loss of $~~629~~249,~~571~~ 980 for the ~~nine~~three months ended ~~September~~March 3031, 2010. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to raise additional working capital through ~~equity~~private ~~financing~~placements, ~~bank~~public offerings, bank financing and/or advances from related parties or ~~stockholder~~ shareholder loans.

The continuation of our business is dependent upon obtaining further financing and achieving a ~~break even or~~ profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current or future stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (i) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (ii) obtain additional financing through either ~~equity financing~~private placements, public offerings and/or bank financing necessary to support our working capital requirements. To the extent that funds generated from operations and any ~~equity~~private ~~financing~~placements, public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may ~~scale down or even~~ cease ~~our~~ operations.

Our auditors have included an explanatory paragraph in the audit report of the year-ended December 31, 2009 financial statements that we are in the development stage, we have not yet achieved profitable operations and we are dependent on our ability to raise capital from shareholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they come due.

These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Future Financing

We will require additional financing to fund our planned operations, including researching and developing our patents, the related compounds and any further intellectual property that we may acquire and entering some of our current compounds into clinical trials. We currently do not have committed sources of additional financing and may not be able to obtain additional financing, particularly, if the volatile conditions in the stock and financial markets, and more particularly the market for early development stage biotechnology research and development company stocks persist.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to delay or scale down some or all of our research and development activities or perhaps even cease the operation of our business.

Since inception we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through equity and debt financing. If we raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his, her, or its investment in our common stock. Further, we may continue to be unprofitable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to ~~our~~ stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risks.

Not Applicable.

~~Item~~8 ~~4T. Controls and Procedures.~~

~~Disclosure~~Item 4. Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and our principal financial officer, evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this quarterly report on Form 10-Q. Disclosure ~~controls~~Controls and ~~procedures~~Procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 is accumulated and communicated to our principal executive officer and our principal financial officer to allow timely decisions regarding required disclosure.

~~Based~~As onrequired ~~that~~by ~~evaluation,~~paragraph ~~our~~(b) ~~management,~~of ~~with~~Rules 13a-15 under the ~~participation~~Securities Exchange Act of 1934, our principal executive officer and ~~our~~ principal ~~financial~~ financial officer, ~~concluded~~evaluated ~~that as of the end of the period covered by this quarterly report on Form 10-Q,~~ our disclosure controls and procedures ~~were~~(as ~~not effective.~~defined ~~The~~in ~~ineffectiveness~~Rules 13a-15(e) of ~~our~~the ~~disclosure~~Securities ~~controls~~Exchange ~~and~~Act ~~procedures~~of ~~was~~1934) ~~due~~as toof ~~the material~~March ~~weaknesses disclosed below~~31, 2011.

WeDisclosure ~~intend~~controls toand ~~take~~procedures ~~appropriate~~are controls and ~~reasonable~~other procedures ~~steps~~that are designed to ~~make~~ensure ~~the necessary~~that ~~improvements~~information required to ~~remediate~~be ~~these~~disclosed in ~~deficiencies~~our atreports ~~some~~filed ~~time~~or insubmitted under the ~~future.~~ ~~This~~Securities ~~will~~Exchange ~~depend~~Act onof ~~our~~1934 ~~financial~~is recorded, ~~position~~processed, summarized and reported, within the ~~management’s~~time periods specified ~~determination~~in ofthe ~~which~~Securities ~~changes~~and ~~should~~Exchange beCommission’s ~~made~~rules and ~~when~~forms. WeDisclosure ~~intend~~controls and toprocedures ~~consider the~~include ~~results~~controls ofand ~~our~~procedures ~~remediation~~designed ~~efforts~~to ~~and~~ensure ~~related~~that information ~~testing~~required asto ~~part~~be ofdisclosed in our ~~year-end~~ ~~assessment~~reports offiled under the ~~effectiveness~~Securities Exchange Act of 1934 is accumulated and communicated to our ~~internal~~principal ~~control~~executive officer ~~over~~and our principal financial officer, as appropriate, to allow timely ~~reporting~~decisions regarding required disclosure.

WeBased ~~continue~~on tothis ~~have~~evaluation, ~~material~~these ~~weaknesses~~officers inconcluded ~~our~~that ~~internal~~as ~~control~~of ~~over~~March ~~financial~~31, ~~reporting~~2011, ~~as disclosed in~~ our ~~annual~~disclosure ~~report~~controls onand ~~Form~~procedures ~~10-K~~were ~~filed~~not ~~on April 15, 2010~~effective. WeThe ineffectiveness ~~have~~of ~~not~~our ~~implemented~~disclosure ~~remediation~~controls ~~measures~~and ~~for~~procedures ~~the~~were ~~material weaknesses described in our annual report~~ due to ~~lack of funds. These~~ material weaknesses ~~are~~described ~~in our internal control processes over procurement and disbursements, primarily related to lack of segregations of duties~~below.

We continue to have material weaknesses in our internal control over financial reporting as disclosed in our annual report on Form 10-K filed on March 12, 2012. More specifically, management has identified material weaknesses in our internal control over financial reporting primarily in the following ~~weaknesses~~areas:

Our company’s accounting staff does not have asufficient ~~code~~technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters. Management corrected any errors prior to the release of ~~conduct~~our company’s orMarch ~~ethics;~~31, 2011 financial statements.

~~Our~~Because ~~company~~of ~~does~~the ~~not~~inherent limitations in our technical accounting knowledge of US GAAP, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have ~~Human~~been ~~Resources~~detected. ~~policies~~These inherent ~~and~~limitations ~~Procedures~~include ~~and~~the realities that judgments in decision-making can ~~Function~~be ~~Activities~~faulty ~~are~~and ~~not~~that ~~clearly~~breakdowns ~~defined;~~can occur because of simple error or mistake.

~~Our~~Assuming ~~company~~we ~~does~~have ~~not~~sufficient ~~have~~funds, awe ~~specific~~intend ~~Mission~~to ~~Statement~~engage orthe services ~~Key~~of ~~Performance~~an independent consultant with sufficient expertise in complex US ~~indicators;~~GAAP matters to assist us in the preparation of our financial statements by December 31, 2012.

~~Our~~Changes ~~company's~~in ~~accounting~~Internal ~~staff~~Control ~~does~~over ~~not~~Financial have sufficient technical accounting knowledge relating to accounting for income taxes and complex US GAAP matters. Management corrected any errors prior to the release of our company's September 30, 2010 financial statements. Reporting

10There were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

WePART ~~intend~~II to- ~~implement~~OTHER ~~remediation~~INFORMATION ~~measures for these material weaknesses. Such remediation activities include the following:~~

	(1)	We intend to appoint independent members to our audit committee in the 2010 fiscal year;
	(2)	We intend to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes as well as codify a code of conduct and ethics;
	(3)	We intend to update our business plan to include a Mission Statement and document our key performance indicators; and
	(4)	We intend to engage the services of an independent consultant with sufficient expertise in complex US GAAP matters to assist us in the preparation of our financial statements.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

WeOn ~~know~~February of14, ~~no material~~2011, ~~existing~~we orentered ~~pending~~into ~~legal~~a ~~proceedings to~~debt ~~which~~agreement wewith Asher ~~are~~Enterprises, aInc. ~~party~~in orexchange offor ~~which~~$53,000 ~~any~~in ofcash ~~our~~financing ~~properties~~maturing ison November ~~the~~16, ~~subject~~2011. ~~In addition,~~The weconvertible donote ~~not~~accrues ~~know~~interest ofat ~~any~~a ~~such~~rate ~~proceedings~~of ~~contemplated~~8% ~~by any~~per ~~governmental~~annum ~~authorities.~~to Wematurity ~~know~~and of22% nothereafter. ~~proceedings~~The innote ~~which~~is ~~any~~convertible at 61% of ~~our~~the ~~directors,~~closing ~~officers~~price orof ~~affiliates,~~the orcommon ~~any~~shares ~~registered~~on orthe ~~beneficial~~day ~~stockholder is~~prior ~~a party adverse~~ to ~~our~~the ~~company~~conversion ~~or has a material interest adverse to our company~~date.

On April 18, 2011, we received a demand letter with respect to a convertible promissory note dated February 14, 2011 issued to Asher Enterprises, Inc. in the principal amount of $53,000 bearing a per annum interest rate of 8%. The letter stated that the convertible promissory note provides that we would be in default if we fail to comply with the reporting requirements of the Securities Exchange Act of 1934. Based on this, the letter stated that we were in default under the convertible promissory note and demanded the immediate payment as provided in the convertible promissory note of $79,500 together with default interest as provided in the convertible promissory note. The letter stated that Asher Enterprises, Inc. would consider waiving this default, provided that we immediately become current in our filing obligations. Asher Enterprises, Inc. agreed to postpone the demand for payment, as long as we provided them the periodic status of our reporting requirements. We remain in contact with legal counsel for Asher Enterprises, Inc. Acrongenomics is in the process of raising funds to pay the total note to Asher Enterprises, including all interest and penalties owed to the company.

Item 1A. Risk Factors.

Much of the information included in this report includes or is based upon estimates, projections or other “forward- looking statements”. Such forward- looking statements include any projections and estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Such estimates, projections or other “forward- looking statements” involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other “forward- looking statements”.

Shares of our common stock are speculative, especially since we are in the development stage of our new business. We operate in a volatile sector of business that involves numerous risks and uncertainties. The risks and uncertainties described below are not the only ones we face. Other risks and uncertainties, including those that we do not currently consider material, may impair our business. If any of the risks discussed below actually occur, our business, financial condition, operating results or cash flows could be materially adversely affected. This could cause the trading price of our securities to decline, and you may lose all or part of your investment. Prospective investors should consider carefully the risk factors set out below.

Risks Related to our Financial Condition

We have not earned any revenues since our incorporation and only have a limited operating history in our current business, which raise doubt about our ability to continue as a going concern.

Our company has a limited operating history in our current business and is in the development stage. We have not generated any revenues since our inception and we will, in all likelihood, continue to incur operating expenses without significant revenues until ~~Molecular~~we ~~Vision~~ successfully develop a compound ~~develops~~referred ~~its~~to ~~BioLED~~as ~~Technology~~“compound X” as a hypolipidemic agent and ~~commercializes~~a ~~its~~potential cholesterol-lowering ~~future~~agent ~~point~~or develop a system called IKAROS-~~of-care~~1000 as a ~~testing~~sophisticated ~~devices~~and friendly to the environment fire extinguishing system. Our primary source of funds has been the sale of our common stock. We cannot assure that we will be able to generate any significant revenues or income. These circumstances make us dependent on additional financial support until profitability is achieved.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

Since our inception, we have accumulated a deficit of $2830,~~199~~776,~~966~~107 as at ~~September~~March 3031, 2011 (December 31, 2010 - $30,528,065) and incurred a net loss ~~of $629,571~~ during the ~~nine~~three month period ended ~~September~~March 3031, 2011 of $249,242 (March 31, 2010 - $249,980). These circumstances raise substantial doubt about our ability to continue as a going concern, as described in the explanatory paragraph to our independent auditor’s report on our consolidated financial statements for the year ended December 31, ~~2009~~2010, which are included in our annual report on Form 10-K filed with the SEC on ~~April~~March 1512, ~~2010~~ 2012. Although our consolidated financial statements raise substantial doubt about our ability to continue as a going concern, they do not include any adjustments relating to recoverability and classification of recorded assets, or the amounts or classifications of liabilities that might be necessary in the event our company cannot continue in existence.

Risks Related to our Business

The global financial crisis has had, and may continue to have, an impact on our business and financial condition.

The ongoing global financial crisis may also limit our ability to access the capital markets at a time when we would like, or need, to raise capital, which could have an impact on our ability to react to changing economic and business conditions. Accordingly, if the global financial crisis and current economic downturn continue or worsen, our business, results of operations and financial condition could be materially and adversely affected.

The share exchange agreement with Vardisto may not complete and we may not obtain an interest in the development of the potential cholesterol-lowering agent.

The share exchange agreement may not complete and we may not obtain an interest in the development of the potential cholesterol-lowering agent. Even if we do obtain an interest in the potential cholesterol-lowering agent, there is no assurance that it will ever become commercially viable. The development of life science technology is extremely risky and expensive. It is likely that we will never develop and sell a product that will make us profitable. If we never become profitable, we will go out of business and investors will lose all of the money they have invested in our company.

We need to raise additional financing to support the research and development of future business but we cannot be sure that we will be able to obtain additional financing on terms favorable to us when needed. If we are unable to obtain additional financing to meet our needs, our operations may be adversely affected or terminated.

Our ability to develop our business is dependent upon our ability to raise significant additional financing when needed. Our future capital requirements will depend upon many factors, including:

~~the~~investments ~~closing~~in ~~of the share exchange agreement with~~ Vardisto;
investments in other technologies or technology companies;. ~~and~~

1210

~~any~~We ~~additional~~have ~~investments~~limited financial resources and to date, very limited cash flow from operations and we are dependent for funds on our ability to sell our common stock, primarily on a private placement basis. There can be no assurance that we will be able to obtain financing on that basis in ~~Molecular~~light ~~Vision~~of factors such as the market demand for our securities, ~~including~~the ~~investments~~state of financial ~~required~~markets generally and other relevant factors. Any sale of our common stock in the future will result in dilution to ~~maintain~~existing stockholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our ~~ownership~~future ~~position~~indebtedness or that we will not default on our future debts, jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct the development of our technology, which might result in the loss of some or all of your investment in our common stock.

WeRisks ~~have~~Related ~~limited financial resources and~~ to ~~date, no cash flow from operations and we are dependent for funds on~~ our ~~ability~~Business to sell our common stock, primarily on a private placement basis. There can be no assurance that we will be able to obtain financing on that basis in light of factors such as the market demand for our securities, the state of financial markets generally and other relevant factors. Any sale of our common stock in the future will result in dilution to existing stockholders. Furthermore, there is no assurance that we will not incur debt in the future, that we will have sufficient funds to repay our future indebtedness or that we will not default on our future debts, jeopardizing our business viability. Finally, we may not be able to borrow or raise additional capital in the future to meet our needs or to otherwise provide the capital necessary to conduct the development of our technology, which might result in the loss of some or all of your investment in our common stock.

~~Molecular~~Substantial ~~Vision~~Research ~~may~~on beour ~~subject~~projects tois ~~intellectual~~still ~~property~~needed without ~~litigation~~any ~~such~~results asguaranteed ~~patent infringement claims, which could adversely affect our business.~~

~~Other~~Our ~~patents~~projects ~~could~~involve ~~exist~~substantial orresearch ~~could~~with ~~be filed which would~~unpredictable ~~prohibit or limit Molecular Vision’s ability to develop the BioLED Technology~~results. In ~~the~~There ~~event~~is ofa anhigh ~~intellectual~~risk ~~property~~that ~~dispute,~~such wefurther ~~may~~research beproduces ~~forced~~results ~~to litigate.~~that ~~Intellectual~~make ~~property~~our ~~litigation~~projects ~~would~~unrealistic ~~divert~~or ~~attention~~too ~~away~~difficult ~~from~~to ~~developing~~complete ~~the BioLED Technology~~ and ~~marketing~~that ~~our~~may ~~potential products and be very expensive. An~~impair ~~adverse outcome could take~~ our ability to ~~develop~~conduct orbusiness ~~commercialize~~operations aas ~~potential product~~currently ~~and could prevent us from becoming profitable~~planned.

Loss of the inventors could impair our ability to further develop the projects.

We expect Dr. Margarita Hantzopoulou-Cladaras, the inventor for the “compound X”, and Mr. Emmanuel Aslanis, the inventor for the IKAROS-1000 system, to continue working on their respective projects. If we lose Dr. Hantzopoulou-Cladaras and/or Mr. Emmanuel Aslanis, our business could suffer. Our success is highly dependent on our ability to attract and retain qualified personnel. If we were to lose our inventors, we may experience difficulties in competing effectively, developing our technology and implementing our business strategies. We do not have key man life insurance in place for any of our key personnel.

Our ability to hire and retain qualified personnel will be an important factor in the success of our business and a failure to hire and retain key personnel may result in our inability to manage and implement our business plan. Our ability to hire and retain qualified personnel will be an important factor in the success of our business. In addition, in order to manage growth effectively, we must implement management systems and continue to recruit and train new employees. We may not be able to attract and retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement our business plan.

Because some of our officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against the management for misconduct and may not be able to enforce judgment and civil liabilities against our officers, directors, experts and agents.

Most of our directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for you to enforce within the United States any judgments obtained against our officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any U.S. state.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted.

The Investment Company Act of 1940 (the “Investment Company Act”) contains substantive legal requirements that regulate the manner in which investment companies are permitted to conduct their business activities. If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which would materially adversely affect our business, financial condition and results of operations. In addition, our contracts would be voidable and a court could appoint a receiver to take control of and liquidate our business.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exemption, we must ensure that we are engaged primarily in a business other than investing, reinvesting, owning, holding or trading in securities (as defined in the Investment Company Act) and that we do not own or acquire “investment securities” having a value exceeding 40% of the value of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. The SEC has adopted Rule 3a-1 that provides an exemption from registration as an investment company if a company meets both an asset and an income test and is not otherwise primarily engaged in an investment company business by, among other things, holding itself out to the public as such or by taking controlling interests in companies with a view to realizing profits through subsequent sales of these interests. A company satisfies the asset test of Rule 3a-1 if it has no more than 45% of the value of its total assets (adjusted to exclude U.S. Government securities and cash) in the form of securities other than interests in majority-owned subsidiaries and companies which it primarily and actively controls. A company satisfies the income test of Rule 3a-1 if it has derived no more than 45% of its net income for its last four fiscal quarters combined from securities other than interests in majority owned subsidiaries and primarily controlled companies.

Our ability to hire and retain qualified personnel will be an important factor in the success of our business. In addition, in order to manage growth effectively, we must implement management systems and continue to recruit and train new employees. We may not be able to attract and retain the necessary qualified personnel. If we are unable to retain or to hire qualified personnel as required, we may not be able to adequately manage and implement our business plan.

Our disclosure controls and procedures and internal control over financial reporting were proven not effective, which may cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management evaluated our disclosure controls and procedures as of ~~September~~March 3031, ~~2010~~2011 and concluded that as of that date, our disclosure ~~controls~~ controls and procedures were not effective. The ineffectiveness of our ~~disclosure~~ disclosure controls and procedures was ~~mainly~~ due to a lack of knowledge regarding U.S. generally accepted accounting principles and the rules of the Securities and Exchange Commission by responsible people within our company.

InWe ~~addition,~~have ~~our~~not ~~management~~yet ~~evaluated~~remediated ~~our~~these ~~internal~~disclosure ~~control~~weaknesses ~~over~~and we ~~financial~~believe ~~reporting~~that asour ofdisclosure ~~December~~controls ~~31, 2009~~ and ~~concluded~~procedures ~~that~~continue ~~that~~to ~~there~~be ~~were~~ineffective. ~~material~~Until ~~weaknesses~~these inissues ~~our~~are ~~internal~~corrected, ~~control~~our ~~over~~ability ~~financial~~to ~~reporting~~report asquarterly ~~of that date~~ and ~~that our internal control over~~ annual financial ~~reporting~~results ~~was~~or ~~not~~other ~~effective~~information ~~as of~~required ~~that~~to ~~date.~~be Adisclosed ~~material~~on ~~weakness is~~ a ~~deficiency~~timely orand accurate abasis ~~combination~~may ofbe ~~control deficiencies~~adversely inaffected ~~internal~~and ~~control~~our ~~over~~ financial reporting ~~such that there is a~~may ~~reasonable~~continue ~~possibility~~to ~~that~~be aunreliable, ~~material~~which ~~misstatement~~could ofresult ~~our~~in ~~annual~~additional ormisinformation ~~interim~~being ~~financial~~disseminated ~~statements~~to ~~will~~the ~~not~~public. beInvestors ~~prevented~~relying orupon ~~detected~~this onmisinformation amay ~~timely basis. We~~make ~~intend~~an touninformed ~~remedy~~investment ~~these material weaknesses in the 2010 fiscal year~~decision.

We11 have not yet remediated these material weaknesses and we believe that our disclosure controls and procedures and internal control over financial reporting continue to be ineffective. Until these issues are corrected, our ability to report quarterly and annual financial results or other information required to be disclosed on a timely and accurate basis may be adversely affected and our financial reporting may continue to be unreliable, which could result in additional misinformation being disseminated to the public. Investors relying upon this misinformation may make an uninformed investment decision.

Risks Related to our Common ~~Stock~~Shares

The weakening of economic conditions around the world could have harmful effects on our company. If these harmful effects cause us to cease our development of medical technologies, then our stockholders will likely lose their entire investment in our company.

The weakening of economic conditions in the U.S. and around the world could have harmful effects on our ability to raise money to fund our planned operations. If this happens, we would likely go out of business and our investors will lose their entire investment in our company.

We believe that decreases in value of the shares of many companies worldwide will make selling shares of our common stock increasingly difficult. If we are not able to sell enough of our shares to meet our financial needs, we will have to consider borrowing the money we need. A tightening of credit conditions has also been experienced in the economy recently. Because of the recent credit crisis, it is possible that we would not be able to borrow adequate amounts to fund our operations on terms and at rates of interest we find acceptable and in the best interests of our company. If we are unable to obtain the amount of money that we need to fund our operations, then we will likely go out of business and investors will lose their entire investment in our company.

Because we do not intend to pay any dividends on our common stock, investors seeking dividend income or liquidity should not purchase shares of our common stock.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future. Investors seeking dividend income or liquidity should not invest in our common stock.

A decline in the price of our common stock could affect our ability to raise further working capital and adversely impact our ability to continue operations.

A prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise capital. Because a portion of our continued operations will be financed through the sale of equity securities, a decline in the price of our common stock could be especially detrimental to our liquidity and our operations. Such reductions may force us to reallocate funds from other planned uses and may have a significant negative effect on our business plan and operations, including our ability to develop new products and continue our current operations. If our stock price declines, we can offer no assurance that we will be able to raise additional capital or generate funds from operations sufficient to meet our obligations. If we are unable to raise sufficient capital in the future, we may not be able to have the resources to continue our normal operations.

If we issue additional shares in the future, it will result in the dilution of our existing ~~stockholders~~shareholders.

Our articles of incorporation authorize the issuance of up to 100,000,000 shares of common stock with a par value of $0.001. Our board of directors may choose to issue some or all of such shares to acquire one or more businesses or to provide additional financing in the future. The issuance of any such shares will result in a reduction of the book value and market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all current ~~stockholders~~shareholders. Further, such issuance may result in a change of control of our ~~company~~corporation.

Trading of our stock may be restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

The Financial Industry Regulatory Authority, or FINRA, has adopted sales practice requirements which may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Our common stock currently trades on a limited basis on the OTC ~~Bulletin Board~~Pink. Trading of our stock through the OTC ~~Bulletin~~Pink ~~Board~~ is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for ~~stockholders~~ shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

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

OnDuring ~~August~~the 9,month ~~2010~~of February 2012, we ~~issued~~received ~~100~~$15,000 ~~units at $0.10 per unit~~pursuant ~~for~~to ~~total~~the ~~proceeds~~sale of ~~$10~~150,000 toshares ~~one~~at ~~investor~~$0.10 ~~Each~~per ~~unit~~share ~~consists~~from of one ~~share of~~non-U.S. ~~common~~person ~~stock~~(as the ~~and~~term ~~one~~is ~~common~~defined ~~share~~in ~~purchase~~Regulation ~~warrant~~S ~~exercisable~~of atthe ~~$0.50~~Securities ~~for~~Act ~~a period~~ of ~~two~~1933) ~~years.~~in Wean offshore ~~paid~~transaction arelying ~~commission~~on ofRegulation ~~10%~~S. byDuring ~~issuing~~the 10same month,~~000~~ ~~shares~~we ~~which~~received ~~were issued on October 13~~$9,000 ~~2010~~pursuant tofrom ~~one~~the ~~person~~sale onof ~~this placement. The 100~~90,000 ~~units~~ ~~and~~shares at $0.10~~,000~~ ~~shares~~from ~~were~~two ~~issued~~(2) ~~to non-~~U.S. persons ~~(as~~relying ~~that~~on ~~term~~Section is4(2) ~~defined in~~and/or ~~Regulation~~Rule S506 of the Securities Act of 1933). None inof ~~offshore~~the ~~transactions~~above ~~relying on~~shares ~~Regulation~~have Sbeen issued yet. No warrants are attached to these above shares.

On ~~August~~February 915, ~~2010~~2011, we issued ~~100~~75,000 units athaving ~~$0.10~~a ~~per unit~~fair ~~for~~value ~~total proceeds~~ of $1012,~~000~~625 to ~~one~~a ~~investor~~consultant for consulting services rendered. Each unit consists of one share of common stock and one common share purchase warrant exercisable at $0.50 per share for a period of two years. We ~~paid a commission of $1,000 cash on this placement. We~~ issued these units to ~~one~~an ~~U.S.~~offshore ~~person~~subscriber ~~(as~~pursuant ~~that~~to ~~term is defined in~~ Regulation S of the Securities Act of ~~1933) and in issuing these units to this U.S. person,~~ ~~we relied on the exemption from the registration requirements of the Securities Act of~~ 1933 ~~provided for in Section 4(2) of the Securities Act of 1933~~.

OnDuring ~~August~~the ~~24,~~month ~~2010,~~of weMarch ~~issued 100~~2012,~~000~~ ~~units~~we atreceived $~~0.10~~45,026 ~~per~~pursuant ~~unit~~to ~~for~~the ~~total~~sale ~~proceeds~~ of ~~$10~~450,~~000~~260 toshares ~~one investor. Each unit consists of one share of common stock and one common share purchase warrant exercisable~~ at $0.5010 ~~for~~per ~~a period~~share offrom ~~two~~four ~~years.~~(4) ~~We paid a commission of $1,000 on this placement. We issued these units to one~~ non-U.S. ~~person~~persons (as the ~~that~~ term is defined in Regulation S of the Securities Act of 1933) ~~and~~ in ~~issuing~~an offshore ~~these~~transaction ~~units~~relying toon ~~this~~Regulation U.S. ~~person~~During the same month, we received ~~relied~~$10,000 onpursuant ~~the exemption~~ from the ~~registration~~sale ~~requirements~~ of ~~the~~100,000 ~~Securities~~shares ~~Act of~~at ~~1933~~$0.10 ~~provided~~from ~~for~~one in(1) U.S. person relying on Section 4(2) and/or Rule 506 of the Securities Act of 1933. None of the above shares have been issued yet and no warrants are attached.

OnDuring ~~September~~the ~~22,~~month ~~2010~~of April 2012, we ~~issued~~received ~~102~~$83,000 ~~units~~pursuant ~~at $0.10 per~~to ~~unit~~the ~~for~~sale ~~total proceeds~~ of ~~$10~~830,~~200~~000 toshares ~~one investor. Each unit consists of one share of common stock and one common share purchase warrant exercisable~~ at $0.~~50 for~~10 aper ~~period~~share offrom ~~two~~four ~~years.~~(4) ~~We paid a commission of $1,000 on this placement. We issued these units to one~~ non-U.S. ~~person~~persons (as the ~~that~~ term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S. None of the above shares have been issued yet and no warrants are attached to these shares.

OnDuring ~~October~~the ~~19,~~month ~~2010~~of May 2012, we received $148,~~600~~500 ~~from~~pursuant to the sale of ~~146~~ 85,000 ~~units~~shares at $0.10 per ~~unit~~share tofrom ~~one~~two ~~investor~~(2) non-U.S. ~~Each~~persons ~~unit~~(as the ~~consists~~term is defined in Regulation S of ~~one~~ ~~share~~the ~~and~~Securities ~~one~~Act ~~common~~of ~~share~~1933) ~~purchase~~in ~~warrant~~an offshore ~~exercisable~~transaction atrelying $0on Regulation S.50 ~~for~~None aof the above shares have been ~~period~~issued ofyet ~~two~~and ~~years~~no warrants are attached to these shares.

The funds in the amount of $14,600 were received, but the units have not yet been issued. We sold these units to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S.

On October 13, 2010, we paid a 10% commission by issuing 12,500 shares. The commission was paid for shares that had previously been issued on May 15, 2009 for 30,000 shares and October 29, 2009 for 20,000 shares. We issued these shares to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S.

Item 3. Defaults Upon Senior Securities.

~~None~~Please see Item 1. Legal Proceedings of Part II – Other Information of this quarterly report on Form 10-Q.

Item 4. ~~(Removed~~Mine ~~and~~Safety ~~Reserved)~~Disclosures.

Not applicable.

Item 5. Other Information.

~~None~~On February 1, 2012, we issued a promissory note in the amount of EUR 30,000 bearing interest at a rate of 8% per annum compounded monthly and maturing on July 1, 2012. This note is secured by a guarantee approved by our board of directors.

On March 25, 2011, we signed a convertible promissory note with Jacques Nauer in the amount $50,000. The note is to be settled with shares of our company at $0.08 per share.

Item 6. Exhibits.

Exhibit No.	Document Name
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to an exhibit to an exhibit to our registration statement on Form 10-SB filed on May 24, 2002, as amended)
3.2	Bylaws, as amended (incorporated by reference to an exhibit to an exhibit to our registration statement on Form 10- SB filed on May 24, 2002, as amended)
(10)	Material Contracts
10.1	Agreement for the Sale of Stock between our company and Dr. Leftheris Georgakopoulos dated February 13, 2006 (incorporated by reference to an exhibit to an exhibit to our current report on Form 8- K filed February 16, 2006)
10.2	Development Agreement between our company and Molecular Vision Limited (incorporated by reference to an exhibit to an exhibit to our current report on Form 8-K filed on February 20, 2007)
10.3	Employment Agreement dated September 3, 2007 between our company and Dr. Dimitris Goundis (incorporated by reference to an exhibit to an exhibit to our current report on Form 8-K filed on September 28, 2007)
10.4	Letter Agreement dated February 1, 2008 with Molecular Vision Limited (incorporated by reference to an exhibit to an exhibit to our current report on Form 8-K filed on February 19, 2008)
10.5	Royalty Agreement dated November 13, 2008 with Molecular Vision Limited (incorporated by reference to an exhibit to an exhibit to our current report on Form 8-K filed on November 20, 2008)
10.6	Supplemental Agreement to the Subscription and Shareholders’ Agreement relating to Molecular Vision Limited dated November 13, 2008 (incorporated by reference to an exhibit to an exhibit to our current report on Form 8-K filed on November 20, 2008)
10.7	Option Agreement dated November 13, 2008 with Molecular Vision Limited to acquire additional 20,000 shares of Molecular Vision Limited (incorporated by reference to an exhibit to an exhibit to our current report on Form 8-K filed on November 20, 2008)
10.8	Deed of Termination and Release dated November 13, 2008 with Molecular Vision Limited (incorporated by reference to an exhibit to an exhibit to our current report on Form 8-K filed on November 20, 2008)
10.9	Share Exchange Agreement dated January 31, 2009 between our company, Vardisto Investments Limited and a certain shareholder of Vardisto Investments Limited (incorporated by reference to an exhibit to an exhibit to our current report on Form 8-K filed on March 12, 2009)
10.10	Asset Purchase Agreement dated January 30, 2009 between Maragrita Hadzopoulou-Cladaras and Halldale Ventures Limited (incorporated by reference to an exhibit to an exhibit to our current report on Form 8-K filed on March 12, 2009)
10.11	Promissory note dated June 12, 2008 issued to Ron and Johanne Lizée by our company (incorporated by reference to an exhibit to our quarterly report on Form 10-Q filed on May 15, 2009)
10.12	Promissory note dated July 15, 2009 issued to Ron and Johanne Lizée by our company (incorporated by reference to an exhibit to our quarterly report on Form 10-Q filed on August 14, 2009)
10.13	Employment Agreement dated April 1, 2007 between our company and Platon Tzouvalis (incorporated by reference to an exhibit to our annual report on Form 10-K filed on April 15, 2010)
10.14	Employment Agreement dated April 1, 2007 between our company and Manos Topoglidis (incorporated by reference to an exhibit to our annual report on Form 10-K filed on April 15, 2010)

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Exhibit No.	Document Name
10.11	Promissory note dated June 12, 2008 issued to Ron and Johanne Lizée by our company (incorporated by reference to our quarterly report on Form 10-Q filed on May 15, 2009)
10.12	Promissory note dated July 15, 2009 issued to Ron and Johanne Lizée by our company (incorporated by reference to our quarterly report on Form 10-Q filed on August 14, 2009)
10.13	Employment Agreement dated April 1, 2007 between our company and Platon Tzouvalis (incorporated by reference to an exhibit to our annual report on Form 10-K filed on April 15, 2010)
10.14	Employment Agreement dated April 1, 2007 between our company and Manos Topoglidis (incorporated
	by reference to an exhibit to our annual report on Form 10-K filed on April 15, 2010)
10.15	Management and Operational Services Agreement dated October 1, 2008 between our company and Vardisto Investments Limited (incorporated by reference to an exhibit to our annual report on Form 10- K filed on April 15, 2010)
10.16	Consulting Agreement dated April 1, 2008 with Constantine Poulios (incorporated by reference to an exhibit to our annual report on Form 10- K filed on March 12, 2012)
10.17	Share Exchange Agreement dated January 31, 2009 with Vardisto Investments Limited and its shareholder (incorporated by reference to an exhibit to our annual report on Form 10- K filed on March 12, 2012)
10.18	Amendment Agreement dated December 29, 2010 to the Share Exchange Agreement dated January 31, 2009 with Vardisto Investments Limited and its shareholder (incorporated by reference to an exhibit to our annual report on Form 10- K filed on March 12, 2012)
10.19	Promissory note dated December 29, 2010 issued to Inter Jura Cy (Services) Ltd. (incorporated by reference to an exhibit to our annual report on Form 10- K filed on March 12, 2012)
10.20	Convertible Promissory Note dated February 14, 2011 issued to Asher Enterprises, Inc. (incorporated by reference to an exhibit to our annual report on Form 10- K filed on March 12, 2012)
10.21*	Promissory note dated February 1, 2012 issued to Vasilios Galazios
(31)	Section 302 Certifications
31.1*	Section 302 Certification of Platon Tzouvalis
31.2*	Section 302 Certification of Ron Lizée
(32)	Section 906 Certifications
32.1*	Section 906 Certification of Platon Tzouvalis
32.2*	Section 906 Certification of Ron Lizée

* Filed herewith.

1815

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ACRONGENOMICS INC.

By:	/s/ Platon Tzouvalis
	Platon Tzouvalis
	President and Director
	(Principal Executive Officer)
	Date: November 17, 2010
	Date: June 4, 2012
By:	/s/ Ron Lizée
	Ron Lizée
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal
	Accounting Officer)
	Date: November 17, 2010
	Date: June 4, 2012

1916

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