UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE ~~COMMISSIONWashington~~COMMISSION Washington, D.C. 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: ~~March~~June 3130, 2011

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

For the transition period from _____ to _____

Commission File Number: 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 [ ] No [X 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 (§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 [ x ] No [ ] ~~(Not applicable)~~

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 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 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 2830,~~858~~205,~~481~~086 shares of common stock outstanding as of August ~~May 30~~8, 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.	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	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.	11
Item 4. Controls and Procedures.	11
PART II - OTHER INFORMATION	12
Item 1. Legal Proceedings.	12
Item 1A. Risk Factors.	12
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.	16
Item 3. Defaults Upon Senior Securities.	16
Item 4. Mine Safety Disclosures.	16
Item 5. Other Information.	16
Item 6. Exhibits.	16
SIGNATURES	19

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the unaudited interim financial statements for the ~~three~~six months ended ~~March~~June 3130, 2011 ~~includes~~include all adjustments ~~that~~ 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

~~March~~June 3130, 2011

(Stated in US Dollars)

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

		For the three months ended						August 17,1999
ASSETS		June 30,			December 31,
		March 31,						(Date of Inception)
		2011			2010
		2011			2010			to March 31, 2011
Current
Expenses
Cash	$	60,813		$	6,615
Accounting and audit fees	$	51,412		$	48,965		$	949,977
Patent and other intangible assets		47,337			49,737
Amortization of patents		1,200			-			742,630
Investment in Molecular Vision - Note 3		1			1
Appraisals		-			-			14,500
	$	108,151		$	56,353
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 8	$	1,349,823		$	1,124,731
Investor relations		-			-			602,020
Convertible promissory notes payable - Note 6		760,493			690,913
Legal fees		8,611			-			460,697
Loans payable - Note 7		48,253			60,758
Management fees		-			-			3,326,506
		2,158,569			1,876,402
Office and miscellaneous		-			665			142,091
Convertible promissory note payable - Notes 4 and 6		1,480,577			1,394,969
Rent		-			15,288			171,337
		3,639,146			3,271,371
Research and development		-			-			9,202,266
CAPITAL DEFICIT
Transfer agent and filing fees		4,016			-			51,048
Capital stock - Note 9
Travel		-			-			456,587
Authorized: 100,000,000 common shares, par value $0.001 per share
Write-down of patents		-			-			8,004,447
Issued and outstanding: 28,858,481 common shares (December 31, 2010 - 27,783,481)		28,858			27,783
Loss before other income (expenses)		(146,171	)		(130,394	)		(28,950,963	)
Additional paid-in capital		27,406,655			27,285,264
Interest income		-			-			23,150
Share subscription - Note 10		50,000			-
Interest, fees and accretion on notes payable - Note 4		(81,119	)		(14,688	)		(769,758	)
Deficit accumulated during the development stage		(31,016,508	)		(30,528,065	)
Change in fair value of derivative liability		-			(85,163	)		169,452
		(3,530,995	)		(3,215,018	)
Write-down of investment in Molecular Vision		-			-			(1,066,730	)
	$	108,151		$	56,353
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

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

								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

F-1

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the three and six months ended June 30, 2011 and 2010 and

for the period from August 17, 1999 (Date of Inception) to June 30, 2011

(Stated in US Dollars)

(unaudited)

		For the three months ended						For the six months ended						August 17,1999
		June 30,						June 30,						(Date of Inception)
		2011			2010			2011			2010			to June 30, 2011
Expenses
Accounting and audit fees	$	128,327		$	67,409		$	179,739		$	116,374		$	1,078,304
Amortization of patents		1,200			-			2,400			-			743,830
Appraisals		-			-			-			-			14,500
Bank charges		493			461			664			763			20,683
Consulting fees - Note 8		12,205			64,500			92,966			129,674			3,469,647
In-process research and development		-			-			-			-			1,349,225
Investor relations		-			-			-			-			602,020
Legal fees		14,875			2,803			23,486			2,803			475,572
Management fees		-			-			-			-			3,326,506
Office and miscellaneous		-			486			-			1,151			142,091
Rent		-			15,455			-			30,743			171,337
Research and development		-			-			-			-			9,202,266
Transfer agent and filing fees		1,172			2,580			5,188			2,580			52,220
Travel		1,300			-			1,300			-			457,887
Write-down of patents		-			-			-			-			8,004,447

Loss before other income (expenses)		(159,572	)		(153,694	)		(305,743	)		(284,088	)		(29,110,535	)

Interest income		-			-			-			-			23,150
Interest, fees and accretion on notes payable		(81,808	)		(15,058	)		(162,927	)		(29,746	)		(851,566	)
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)		2,179			29,160			(19,773	)		9,425			(138,281	)

Loss from continuing operations		(239,201	)		(54,429	)		(488,443	)		(304,409	)		(30,974,510	)
Loss from discontinued operations		-			-			-			-			(41,998	)

Net loss for the period	$	(239,201	)	$	(54,429	)	$	(488,443	)	$	(304,409	)	$	(31,016,508	)
Basic and diluted loss per share	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.01	)

Weighted average number of shares outstanding		28,155,184			25,690,203			27,988,591			25,635,343

See accompanying notes to the unaudited interm financial statements

F-2

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the six months ended June 30, 2011 and 2010 and

for the period from August 17, 1999 (Date of Inception) to June 30, 2011

(Stated in US Dollars)

(unaudited)

								August 17,1999
		For sixmonths ended June 30						(Date of Inception) to
		2011			2010			June 30, 2011

Cash Flows used in Operating Activities
Net loss for the period	$	(488,443	)	$	(304,409	)	$	(31,016,508	)
Adjustments to reconcile net loss to net cash used in operations:
Amortization of patents		2,400			-			743,830
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		-			-			(169,452	)
Accretion of debt discount		85,608			-			623,870
Unrealized foreign exchange		19,435			-			146,925
Shares issued for consulting and management fees		7,500			(9,425	)		1,449,825
Warrants issued for consulting		5,125			-			5,125
Loan origination fee		-			-			16,245
Stock-based compensation		15,841			674			1,954,908
Write-down of patents		-			-			8,004,447
Changes in non-cash working capital balances related to operations:
Accounts payable and accrued liabilities		225,092			204,634			3,183,651
Net cash used in operating activities		(127,442	)		(108,526	)		(12,633,679	)

Cash Flows provided by Financing Activities
Issuance of common shares		94,000			45,000			12,949,738
Share purchase warrants		-			-			370,307
Common stock subscriptions		50,000			-			79,800
Issuance of convertible notes		53,000			-			889,636
Repayment of convertible note		-			-			(300,000	)
Loan payable		(15,360	)		59,718			45,398
Net cash provided by financing activities		181,640			104,718			14,034,879

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		54,198			(3,808	)		60,813
Cash, beginning of period		6,615			4,303			-
Cash, end of period	$	60,813		$	495		$	60,813

Supplemental Cash Flow Information - Note 11

~~ACRONGENOMICS,~~See ~~INC.(A~~accompanying ~~Development~~notes ~~Stage Company)INTERIM~~to ~~STATEMENT OF CHANGES IN CAPITAL DEFICITfor~~ the ~~period~~ ~~August~~unaudited ~~17,~~interm ~~1999 (Date of Inception) to March 31, 2011(Stated~~financial ~~in US Dollars)~~ ~~(unaudited)~~statements

											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

F-3

ACRONGENOMICS, INC. (A Development Stage Company) INTERIM STATEMENT OF CHANGES IN CAPITAL ~~DEFICITfor~~DEFICIT for the period August 17, 1999 (Date of Inception) to ~~March~~June 3130, 2011 (Stated in US Dollars) (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
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 $0.001			5,000,000		$	5,000		$	-		$	-		$	-		$	5,000
Capital stock issued for cash	at $2.30		72,500			73			166,677			-			-			166,750
		at $0.01			5,000,000			5,000			45,000			-						50,000
	at $2.40		108,168			108			259,495			-			-			259,603
Net loss for the period					-			-			-			-			(2,116	)		(2,116	)
	at $3.50		551,443			551			1,929,499			-			-			1,930,050
Balance, December 31, 1999					10,000,000			10,000			45,000			-			(2,116	)		52,884
	at $4.00		915,125			915			3,659,585			(386,329	)		-			3,274,171
Capital stock issued for cash		at $0.20			100,000			100			19,900			-			-			20,000
Capital stock issued for commission	at $4.00		81,337			82			325,266			-			-			325,348
Net loss for the year					-			-			-			-			(8,176	)		(8,176	)
Less: commission			-			-			(350,248	)		-			-			(350,248	)
Balance, December 31, 2000					10,100,000			10,100			64,900			-			(10,292	)		64,708
Capital stock issued pursuant to the exercise of warrants	at $1.00		420,000			420			419,580			-			-			420,000
Net loss for the year					-			-			-			-			(205	)		(205	)
Stock-based compensation			-			-			364,000			-			-			364,000
Balance, December 31, 2001					10,100,000			10,100			64,900			-			(10,497	)		64,503
Capital stock issued for consulting services	at $4.68		100,000			100			467,900			-			-			468,000
Capital stock issued for cash		at $0.20			15,000			15			2,985			-			-			3,000
Net loss from continuing operations			-			-			-			-			(14,152,210	)		(14,152,210	)
Net loss for the year					-			-			-			-			(24,818	)		(24,818	)
Net loss from discontinued operations			-			-			-			-			(1,935	)		(1,935	)
Balance, December 31, 2002					10,115,000			10,115			67,885			-			(35,315	)		42,685
Capital contribution from subsidiary on disposition			-			-			(6,000	)		-			-			(6,000	)
Net loss for the year					-			-			-			-			(21,576	)		(21,576	)
Balance, December 31, 2005			17,814,123			17,814			17,550,488			40,000			(16,074,412	)		1,533,890
Balance, December 31, 2003					10,115,000			10,115			67,885			-			(56,891	)		21,109
Cancellation of shares			(4,000,000	)		(4,000	)		4,000			-			-			-
Pursuant to the acquisition of patent		at $1.96			4,000,000			4,000			7,836,000			-			-			7,840,000
Stock-based compensation			-			-			529,673			-			-			529,673
Capital stock issued for patent commission		at $1.96			400,000			400			783,600			-			-			784,000
Capital stock issued for cash	~~at $0.75~~	at $1.00	~~317,334~~		420,000	~~317~~		420	~~237,683~~		419,580	-		-	-		-	~~238,000~~		420,000
Less: share issue costs			-			-			(6,300	)		-			-			(6,300	)
Capital stock issued for commission		at $1.00			42,000			42			41,958			-			-			42,000
Net loss for the year			-			-			-			-			(2,480,288	)		(2,480,288	)
Less: commission					-			-			(77,000	)		-			-			(77,000	)
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 $2.30			537,956			538			1,236,761			-			-			1,237,299
Capital stock issued for cash:	at $0.50		220,000			220			109,780			(40,000	)		-			70,000
Capital stock issued for commission					50,594			50			116,316			-			-			116,366
	at $0.80		250,000			250			199,750			-			-			200,000
Less: commission					-			-			(116,366	)		-			-			(116,366	)
	at $1.10		2,230,924			2,231			2,451,785			(3,300	)		-			2,450,716
Capital contribution					-			-			6,000			-			-			6,000
Capital stock issued for commission			126,090			126			(126	)		-			-			-
Stock subscriptions					-			-			-			426,329						426,329
Less: commission - cash			-			-			(64,021	)		-			-			(64,021	)
Net loss for the year					-			-			-			-			(1,863,376	)		(1,863,376	)
Stock as bonus	at $0.86		750,000			750			644,250			-			-			645,000
Balance, December 31, 2004					15,565,550			15,565			10,314,734			426,329			(1,920,267	)		8,836,361
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	)

													~~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
Balance, December 31, 2007 - brought forward			17,866,471	$	17,866	$	22,348,056		$	(3,300	)	$	(23,610,817	)	$	(1,248,195	)
Balance, December 31, 2004 - brought forward				15,565,550		15,565			10,314,734			426,329			(1,920,267	)		8,836,361
Stock Subscriptions			-		-		-			29,800			-			29,800
Capital stock issued for cash		at $2.30		72,500		73			166,677			-			-			166,750
Capital stock issued for cash:	at $0.80		1,250,010		1,250		998,758			-			-			1,000,008
		at $2.40		108,168		108			259,495			-			-			259,603
	at $1.10		90,000		90		98,910			-			-			99,000
		at $3.50		551,443		551			1,929,499			-			-			1,930,050
	at $0.40		1,450,250		1,450		578,650			-			-			580,100
		at $4.00		915,125		915			3,659,585			(386,329	)		-			3,274,171
Capital stock issued for consulting and management fees	at $0.95		150,000		150		142,350			-			-			142,500
Capital stock issued for commission		at $4.00		81,337		82			325,266			-			-			325,348
	at $0.53		150,000		150		79,350			-			-			79,500
Less: commission				-		-			(350,248	)		-			-			(350,248	)
	at $0.27		1,650,000		1,650		443,850			-			-			445,500
Capital stock issued pursuant to the exercise of warrants		at $1.00		420,000		420			419,580			-			-			420,000
Less: commission - cash			-		-		(169,460	)		-			-			(169,460	)
Stock-based compensation				-		-			364,000			-			-			364,000
Capital stock issued to settle accounts payable	at $0.95		150,000		150		142,350			-			-			142,500
Capital stock issued for consulting services		at $4.68		100,000		100			467,900			-			-			468,000
	at $0.79		1,150,000		1,150		907,350			-			-			908,500
Net loss from continuing operations				-		-			-			-			(14,152,210	)		(14,152,210	)
Beneficial conversion feature on convertible notes			-		-		482,124			-			-			482,124
Net loss from discontinued operations				-		-			-			-			(1,935	)		(1,935	)
Stock-based compensation			-		-		454,919			-			-			454,919
Capital contribution from subsidiary on disposition				-		-			(6,000	)		-			-			(6,000	)
Net loss for the year			-		-		-			-			(3,022,005	)		(3,022,005	)
Balance, December 31, 2005				17,814,123		17,814			17,550,488			40,000			(16,074,412	)		1,533,890
Balance, December 31, 2008			23,906,731		23,906		26,507,207			26,500			(26,632,822	)		(75,209	)
Cancellation of shares				(4,000,000	)	(4,000	)		4,000			-			-			-
Capital stock issued for cash	at $0.40		1,673,750		1,674		667,826			(26,500	)		-			643,000
Stock-based compensation				-		-			529,673			-			-			529,673
Less: commission			-		-		(58,600	)		-			-			(58,600	)
Capital stock issued for cash		at $0.75		317,334		317			237,683			-			-			238,000
Reclassification of derivative liability			-		-		(113,314	)		-			-			(113,314	)
Less: share issue costs				-		-			(6,300	)		-			-			(6,300	)
Stock-based compensation			-		-		21,871			-			-			21,871
Net loss for the year				-		-			-			-			(2,480,288	)		(2,480,288	)
Net loss for the year			-		-		-			-			(937,573	)		(937,573	)
Balance, December 31, 2006				14,131,457		14,131			18,315,544			40,000			(18,554,700	)		(185,025	)
Balance, December 31, 2009			25,580,481		25,580		27,024,990			-			(27,570,395	)		(519,825	)
Capital stock issued for cash:		at $0.50		220,000		220			109,780			(40,000	)		-			70,000
Capital stock issued for cash:	at $0.40		25,000		25		9,975			-			-			10,000
		at $0.80		250,000		250			199,750			-			-			200,000
	at $0.20		175,000		175		34,825			-			-			35,000
		at $1.10		2,230,924		2,231			2,451,785			(3,300	)		-			2,450,716
	at $0.10		548,000		548		54,252			-			-			54,800
Capital stock issued for commission				126,090		126			(126	)		-			-			-
Capital stock issued for services:	at $0.10		985,000		985		97,515			-			-			98,500
Less: commission - cash				-		-			(64,021	)		-			-			(64,021	)
	at $0.07		447,500		448		30,877			-			-			31,325
Stock as bonus		at $0.86		750,000		750			644,250			-			-			645,000
Capital stock issued for commission:	at $0.10		10,000		10		990			-			-			1,000
Stock issued to settle accounts payable		at $1.00		158,000		158			157,842			-			-			158,000
	at $0.40		12,500		12		4,988			-			-			5,000
Stock-based compensation				-		-			533,252			-			-			533,252
Less: commission paid			-		-		(8,500	)		-			-			(8,500	)
Net loss for the year				-		-			-			-			(5,056,117	)		(5,056,117	)
Stock-based compensation			-		-		35,352			-			-			35,352
Balance, December 31, 2007				17,866,471 $		17,866 $			22,348,056 $			(3,300	) $		(23,610,817	)	$	(1,248,195	)
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 DEFICITfor the period August 17, 1999 (Date of Inception) to March 31, 2011(Stated in US Dollars) (unaudited)~~F-4

										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	)

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM STATEMENT OF CHANGES IN CAPITAL DEFICIT

for the period August 17, 1999 (Date of Inception) to June 30, 2011

(Stated in US Dollars)

(unaudited)

ACRONGENOMICS, INC. (A Development Stage Company) NOTES TO THE FINANCIAL STATEMENTS March 31, 2011 and 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 - brought forward		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	548,000		548		54,252			-			-			54,800
Capital stock issued for services:	at $0.10	985,000		985		97,515			-			-			98,500
	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 period		-		-		-			-			(2,957,670	)		(2,957,670	)

Balance, December 31, 2010		27,783,481	$	27,783	$	27,285,264		$	-		$	(30,528,065	)	$	(3,215,018	)

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

F-5

1ACRONGENOMICS, INC. (A Development Stage Company) INTERIM STATEMENT OF CHANGES IN CAPITAL DEFICIT for the period August 17, 1999 (Date of Inception) to June 30, 2011 (Stated in US Dollars) (unaudited)

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

											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 cash:	at $0.10	1,000,000		1,000		99,000			-		-			100,000
Capital stock issued for consulting fees:	at $0.10	75,000		75		7,425			-		-			7,500
Less: commission paid		-		-		(6,000	)		-		-			(6,000	)
Share subscription		-		-		-			50,000		-			50,000
Stock-based compensation		-		-		20,966			-		-			20,966
Net loss for the period		-		-		-			-		(488,443	)		(488,443	)

Balance, June 30, 2011		28,858,481	$	28,858	$	27,406,655		$	50,000	$	(31,016,508	)	$	(3,530,995	)

~~Note~~See 3accompanying ~~Investment~~notes into ~~Molecular~~the ~~Vision~~unaudited ~~Ltd.~~interm ~~The Company’s investment in Molecular Vision Ltd. (“Molecular”) is summarized as follows:~~financial statements

	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

F-6

	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.
Note 4	Acquisition of Vardisto Investments Limited
	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 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 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).

ACRONGENOMICS, INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited)

~~Acrongenomics,~~Note ~~Inc.~~1 (ABusiness ~~Development~~Description, ~~Stage~~Basis ~~Company)~~of ~~Notes to~~Presentation ~~the Financial Statements March 31, 2011~~ and ~~2010 (Unaudited - Stated in US Dollars) - Page 3~~ Liquidity

Note 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: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 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 June 30, 2011, the Company had an accumulated deficit of $31,016,508 (December 31, 2010 - $30,528,065) since its inception, has a working capital deficit of $2,097,756 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

F-7

ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 2

Note 3

Investment in Molecular Vision Ltd.

The Company’s investment in Molecular Vision Ltd. (“Molecular”) is summarized as follows:

	Number and Class of Molecular
	shares owned

	Class A Preferred	Class A
	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 June 30, 2011 and December 31, 2010	19,426	33,734	$	1

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.

Note 4

Acquisition of Vardisto Investments Limited

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 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 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 $162,927 for the six months ended June 30, 2011 includes an expense of $85,608 in respect of accretion of this debt discount (Note 6).

F-8

ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 3

Note 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:

	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 ~~March~~June 3130, 2011, the Company 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 3 months ended March 31, 2011	$	1	$	-	$	-		$	1
For the 3 months ended June 30, 2011	$	1	$	-	$	-		$	1
For the 12 months ended December 31, 2010	$	827,401	$	-	$	(827,400	)	$	1

~~Acrongenomics, Inc. (A Development Stage Company) Notes to the Financial Statements March 31, 2011 and 2010 (Unaudited~~ F- ~~Stated in US Dollars) - Page 4~~ 9

Note 5	Fair Value Measurements – (cont’d)
	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).
	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:

ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - 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 5

Fair Value Measurements – (cont’d)

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 June 30, 2011 (December 31, 2010: $Nil).

A summary of the Company’s Level 3 liabilities for the period ended June 30, 2011 and year ended December 31, 2010 is as follows:

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 June 30, 2011

For the 12 months ended December 31, 2010

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:

	Three months ended	Twelve months ended
			Six months ended	Twelve months ended
	March 31, 2011	December 31, 2010.
			June 30, 2011	December 31, 2010.
~~Expected life~~	2Expected ~~years~~life	~~2 years~~	2 years	2 years
~~Expected Volatility~~	~~318.03%~~Expected Volatility	~~193.13%~~	324.44%	193.13%
~~Risk free interest rate~~	~~0.80%~~Risk free interest rate	~~0.62%~~	1.11%	0.62%
~~Dividend Yield~~	0%Dividend Yield	0%	0%	0%

~~Acrongenomics, Inc. (A Development Stage Company) Notes to the Financial Statements March 31, 2011 and 2010 (Unaudited~~ F- ~~Stated in US Dollars) - Page 5~~ 10

ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 5

Note 6

Promissory Notes Payable

		March 31,			December 31,
		June 30,			December 31,
		2011			2010
$394,136 convertible promissory note
- principal	$	394,136		$	394,136
- foreign exchange adjustment		~~120~~118,~~577~~325			106,316
		514,713			500,452
		512,461			500,452
$150,000 convertible promissory note
- principal		150,000			150,000
- loan origination fee		16,245			16,245
- foreign exchange adjustment		2928,~~644~~787			24,216
		195,889			190,461
		195,032			190,461
$2,000,000 promissory note
- principal		2,000,000			2,000,000
- debt discount		(605,031	)		(605,031	)
- accretion		4185,~~934~~608			-
		1,436,903			1,394,969
		1,480,577			1,394,969
$53,000 convertible promissory note
- principal		53,000			-
		2,200,505			2,085,882
		2,241,070			2,085,882
Less: current portion		(~~763~~760,~~602~~493	)		(690,913	)
	$	1,~~436~~480,~~903~~577		$	1,394,969

$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 during 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 ~~three~~six months ended ~~March~~June 3130, 2011, the Company recorded a foreign exchange ~~loss~~ loss of $1412,~~261~~009 (2010: $235,~~642~~034) on the note resulting in a balance payable as at ~~March~~ 31June 30, 2011 of $~~514~~512,~~713~~461 (December 31, 2010: $500,452). During the six months ended June 30, 2011, the Company accrued interest of $24,074 (2010: $21,792) on this note.

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

~~Acrongenomics~~ACRONGENOMICS, ~~Inc~~INC. (A Development Stage Company) Notes to the Interim Financial Statements ~~March~~June 3130, 2011 and 2010 (~~Unaudited -~~ Stated in US Dollars) (unaudited) - Page 6

Note 6	Convertible Promissory Notes Payable – (cont’d)
	$150,000 Promissory Note
	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.
	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).
	During the three months ended March 31, 2011, the Company accrued interest of $4,338 (2010: $3,927) on this note.
	These notes are collateralized by an interest in all property of the Company.
	$2,000,000 Promissory Note
	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.
	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.
	$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.

Note 6

Convertible Promissory Notes Payable – (cont’d)

~~Acrongenomics~~$150,000 ~~Inc.~~Promissory ~~(A Development Stage Company) Notes to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 7~~ Note

Note 7	Loans Payable
	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.
	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.
	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.

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.

						August 17, 1999
						(Date of
						Inception)
		For the three months Ended				to
		March 31,				March 31,
		2011		2010		2011
Accounting fees	$	28,437	$	18,965	$	446,066
Consulting fees		34,500		34,500		934,540
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

For the six months ended June 30, 2011, the Company recorded a foreign exchange loss of $4,571 (2010: $2,026) on the note resulting in a balance payable as at June 30, 2011 of $195,032 (December 31, 2010: $190,461).

During the six months ended June 30, 2011, the Company accrued interest of $8,786 (2010: $7,953) on this note.

These notes are collateralized by an interest in all property of the Company.

$2,000,000 Promissory Note

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.

During the six months ended June 30, 2011, the Company accrued interest of $39,671 and recorded accretion of $85,608 in respect of this note.

$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 June 30, 2011, the Company accrued interest of $1,580 on this note.

F-12

ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 7

Note 7

Loans Payable

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. The Company repaid $10,000 on May 26, 2011. For the six months ended June 30, 2011, the Company recorded a foreign exchange loss of $2,657 on the note resulting in a balance payable as at June 30, 2011 of $25,747 (December 31, 2010: $33,130). The Company is currently negotiating with the lender regarding extension of the terms of this note.

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.

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 June 30, 2011 includes $14,506 (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.

						August 17, 1999
						(Date of
						Inception)
		For the six months Ended				to
		June 30,				June 30,
		2011		2010		2011
Accounting fees	$	58,760	$	17,769	$	476,389
Consulting fees		34,500		34,500		934,540
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		32,861		15,058		524,510
	$	126,121	$	67,327	$	10,383,412

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 ~~March~~June 3130, 2011 includes $~~567~~589,~~593~~160 (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. (A Development Stage Company) Notes to the Financial Statements March 31, 2011 and 2010 (Unaudited~~ F- ~~Stated in US Dollars) - Page 8~~ 13

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.

ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 8

~~Acrongenomics,~~Note ~~Inc.~~8 (ARelated ~~Development~~Party ~~Stage~~Transactions ~~Company)~~– ~~Notes to the Financial Statements March 31, 2011 and 2010~~ (~~Unaudited - Stated in US Dollars~~cont’d) ~~- Page 9~~

Note 9	Common Stock – (cont’d)
	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.
	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.
	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.
	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%
Note 10	Commitments
	Share Subscription
	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.
	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:

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 June 30, 2011, 500,000 options are exercisable. 125,000 options vested during the quarter ended June 30, 2011 for which the Company recorded stock-based compensation totalling $12,205 (Note 10).

	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

Note 9

Common Stock

~~Acrongenomics,~~On ~~Inc.~~April (A15, ~~Development~~2010, ~~Stage~~the Company) ~~Notes~~issued to 25,000 ~~the~~units ~~Financial~~at ~~Statements~~$0.40 ~~March~~per 31unit for total proceeds of $10,000. ~~2011~~Each unit consists of one share and ~~2010~~one common share purchase warrant exercisable at $0.75 for a period of two (~~Unaudited~~2) -years. ~~Stated~~No incommission USwas ~~Dollars)~~payable -on ~~Page~~this 10placement. 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.

Note 10	Commitments – (cont’d)
	Share Purchase Warrants – (cont’d)
	The following table summarizes the warrants outstanding as at March 31, 2011:

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.

Number Outstanding	Exercise
and Exercisable	Price	Expiry Date
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

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 ~~Subsequent~~August to9, ~~March~~2010, 31the Company issued 100,000 ~~2011~~units at $0.10 per unit for total proceeds of $10,000. ~~these~~Each unit ~~warrants~~ consists ~~expired~~of ~~unexercised~~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.

F-14

ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 9

Note 9

Common Stock – (cont’d)

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.

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.

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.

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.

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.

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.

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.

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.

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.

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%

F-15

ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 10

Note 10

Commitments

Share Subscription

During the six months ended June 30, 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.

Share Purchase Warrants

A summary of changes in the Company’s share purchase warrants for the six months ended June 30, 2011 and December 31, 2010 outstanding is presented below:

	June 30, 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	1,075,000		$	0.50	748,000		$	0.51
Expired	(1,216,250	)	$	0.75	(1,450,250	)	$	0.75

Outstanding, end of period	2,280,500		$	0.55	2,421,750		$	0.68

F-16

ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 11

Note 10

Commitments – (cont’d)

Share Purchase Warrants – (cont’d)

The following table summarizes the warrants outstanding as at June 30, 2011:

Number Outstanding		Exercise
and Exercisable		Price	Expiry Date

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
500,000		$0.50	May 31, 2013
	500,000	$0.50	June 30, 2013

	2,280,500

Subsequent to June 30, 2011, these warrants expired unexercised

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 ~~three~~six month period ended ~~March~~June 3130, 2011 and the year ended December 31, 2010 is presented below:

March 31, 2011

December 31, 2010

June 30, 2011

December 31, 2010

~~Weighted~~

Weighted

~~Average~~

Average

~~Number of~~

~~Exercise~~Number of

~~Number of~~

~~Exercise~~

Exercise

Number of

Exercise

~~Options~~

~~Price~~Options

~~Options~~

~~Price~~

Price

Options

Price

Outstanding, beginning of period

~~2,600,000~~

~~$0.73~~2,600,000

~~2,100,000~~

~~$0.76~~

$0.73

2,100,000

$0.76

Granted

~~500,000~~

~~$0.50~~

500,000

$0.50

Outstanding, end of period

~~2,600,000~~

~~$0.73~~2,600,000

~~2,600,000~~

~~$0.73~~

$0.73

2,600,000

$0.73

Exercisable, end of period

~~2,475,000~~

~~$0.82~~2,600,000

~~2,350,000~~

~~$0.82~~

$0.73

2,350,000

$0.82

~~Acrongenomics, Inc. (A Development Stage Company) Notes to the Financial Statements March 31, 2011 and 2010 (Unaudited~~ F- ~~Stated in US Dollars) - Page 11~~ 17

Note 10	Commitments – (cont’d)
	Stock-Based Compensation Plan – (cont’d)
	At March 31, 2011 the following stock options were outstanding:

ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 12

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

Note 10

Commitments – (cont’d)

	(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.

Stock-Based Compensation Plan – (cont’d)

~~Acrongenomics,~~At ~~Inc.~~June ~~(A Development Stage Company) Notes to the Financial Statements March 31~~30, 2011 ~~and~~the ~~2010~~following stock ~~(Unaudited~~options -were ~~Stated~~outstanding: ~~in US Dollars) - Page 12~~

Note 10	Commitments – (cont’d)
Number of shares
	Stock-Based Compensation Plan – (cont’d)
							Aggregate
	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:
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)		500,000	$	0.50	June 1, 2018	$	-
2,600,000		2,600,000

		March 31, 2011				December 31, 2010
	(1)	As at June 30, 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.
				Weighted	Weighted			Weighted	Weighted
	(2)	As at June 30, 2011, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended.
				Average	Average			Average	Average
	(3)	As at June 30, 2011, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended.
		Number of		Exercise	Grant Date	Number of		Exercise	Grant Date
	(4)	As at June 30, 2011, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended.
		Options		Price	Fair Value	Options		Price	Fair Value
	(5)	As at June 30, 2011, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended.
Outstanding, beginning of period		250,000		$0.50	$0.08	50,000		$0.50	$0.43
	(6)	As at June 30, 2011, these options had fully vested and no stock-based compensation was recognized in the financial statements for the period then ended (2010: $674).
Granted		-		-	-	500,000		$0.50	$0.08
	(7)	As at June 30, 2011, 500,000 of these options were fully vested. During the quarter ended June 30, 2011, the Company recognized stock-based compensation of $12,205 (2010: $nil) included in consulting fees in the financial statements.
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

F-18

ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 13

Note 10

Commitments – (cont’d)

Stock-Based Compensation Plan – (cont’d)

A summary of changes in the Company’s vested stock options for the period ended June 30, 2011 and the year ended December 31, 2010 is presented below:

	June 30, 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	(250,000	)	$	0.50	$	0.08	(300,000	)	$	0.50	$	0.13

Outstanding, end of period	-		$	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:

		2011	~~2011~~		2010	~~2010~~
Consulting fees	~~Consulting fees~~$	$20,966	~~16,261~~	$	$674	~~674~~

	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.

As at June 30, 2011, there remains $nil 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.

~~Acrongenomics,~~Note ~~Inc.~~11 ~~(A Development Stage Company) Notes to the Financial Statements March 31, 2011 and 2010 (Unaudited~~ Non-cash ~~Stated in US Dollars) - Page 13~~ Transaction

Note 12	Subsequent Events
	Subscription Agreements
	Subsequent to March 31, 2011:

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

a)During ~~On May 3, 2011,~~ the ~~Company~~six ~~received~~months ~~$10,000~~ended ~~pursuant~~June 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~~issued ~~$10~~75,000 ~~pursuant to a subscription agreement for 100,000~~ units athaving ~~$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~~fair ofvalue ~~two (2) years from the month~~ of ~~issue. d) On May 31, 2011, the Company received~~ $2012,~~000~~625 ~~pursuant~~in ~~to a subscription agreement for 200,000 units at $0.10 per unit. Each unit consists~~ respect of ~~one~~payment ~~common share and one share purchase warrant exercisable into one additional common share~~ of ~~the Company for $0~~services.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:~~ F-19

OnACRONGENOMICS, ~~February~~INC. 1,(A ~~2012,~~Development ~~the~~Stage Company) ~~issued~~Notes ato ~~promissory note in~~ the ~~amount~~Interim ofFinancial ~~EUR~~Statements June 30,~~000~~ ~~bearing~~2011 ~~interest at a rate of 8% per annum compounded monthly~~ and ~~maturing~~2010 on(Stated ~~July~~in 1,US ~~2012.~~Dollars) ~~This~~(unaudited) ~~note~~- isPage ~~secured by a guarantee approved by the board of directors of the Company.~~14

Note 12

Subsequent Events

	a)	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.

	b)	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.

	c)	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.

	d)	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.

	e)	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.

	f)	On May 15, 2012, the Company issued 1,100,260 shares pursuant to five (5) subscription agreements for 1,100,260 shares at $0.10 per share.

F-20

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”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “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:

our plans with respect to Vardisto Investments Limited, Halldale Ventures Limited, and Irwingom Ventures Limited;
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” refer to Acrongenomics, Inc. and its subsidiaries, 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.

Overview

Previously, 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.

We have the option and right at any time prior to this note being paid to convert any amount outstanding under this Promissory Note (including accrued interest) into shares of our common stock. The conversion will be deemed to occur at the average of the three prior day closing price (the “Average Price”) of our common stock on the OTCBB or any other stock exchange or trading market where our stock is listed for trading. We may deliver a notice of such conversion (the “Conversion Notice”) to Inter Jura CY (Services) Limited at any time before maturity of this note, together with a calculation of the amount converted, the Average Price and the number of common shares to be issued (the “Payment Shares”). Upon issuance and delivery of the Payment Shares to Inter Jura CY (Services) Limited, the amount of this Promissory Note indicated in the Conversion Notice will be deemed satisfied and fully paid.

Vardisto’s assets are its ownership interest in Halldale Ventures Limited (“Halldale”) and Irwingom Ventures Limited (“Irwingom”). Halldale and Irwingom are Cyprus private companies, in which Vardisto holds an 80% and 65% interest respectively. This majority ownership interest in the share capital of Halldale and Irwingom gives Vardisto a majority interest in the intellectual property 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 ~~we have used cash in~~ our operating activities have resulted in ~~the~~a ~~amount~~loss of $50488,~~129~~443 for the ~~three~~six (36) months ended ~~March~~ 31June 30, 2011 compared to a loss of $45304,~~672~~409 for the ~~three~~six (36) months ended ~~March~~June 3130, 2010. This negative cash flow is attributable to our ~~net~~operating ~~loss~~expenses, ofincluding ~~$249~~but not limited to,~~242~~ ~~offset by~~general ~~the~~and ~~change~~administration, consulting fees, audit fees and legal fees in ~~accounts~~the ~~payable~~amount of $~~117~~296,~~914~~191, ~~and~~$77,323 ~~non-cash~~of ~~items~~interest ~~included~~on innotes ~~our net~~payable ~~loss~~and ~~totaling~~ $7919,~~999~~773 on foreign loss. We estimate our ~~cash~~expenses ~~requirement~~in ~~for~~ the next 12 months towill be approximately $300,000, 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	$	20,000
General & Administrative	$	80,000
Investor Relations	$	80,000
Professional fees	$	120,000
	$	300,000

Research & Development expenses are expected to include our contributions to the research and development of the potential cholesterol-lowering agent by the subsidiary of Vardisto.

General & Administrative expenses are expected to include travel, transfer agents, office rent, office supplies, banking fees, and corporate materials.

Investor Relations expenses are expected to include the costs of paying for investor relations representatives, press releases, advertising, and interest expense on loans from various investors.

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

As of ~~March~~June 3130, 2011, we had approximately $5960,~~486~~813 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 any personnel. Our three (3) executive officers share the duties.

General Administration

We anticipate spending approximately $80100,000 on general and administration costs in the next 12 months. These costs are expected to consist primarily of travel, office, transfer agents and consulting fees.

Liquidity and Capital Resources

Working Capital (Deficit)

Our working capital (deficit) at ~~March~~June 3130, 2011 and December 31, 2010 is summarized as follows:

		March 31, 2011			December 31, 2010
		June 30, 2011			December 31, 2010
Current Assets	$	5960,~~486~~813		$	6,615
Current Liabilities		2,~~069~~158,~~120~~569			1,876,402
Working Capital (deficit)	$	(2,~~009~~097,~~634~~756	)	$	(1,869,787	)

The increase in our working capital deficit of $~~139~~227,~~847~~969 was primarily due to an increase of our accounts payables of $~~117~~225,~~914~~092, an increase in the US$ carrying value of our convertible promissory notes payable of $7269,~~689~~580, ana ~~increase~~decrease ofin our loans payable of $212,~~115~~505 and an increase in our cash of $5254,~~871~~198.

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~~ price of the common shares ofon the day ~~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.

5We are still in default, but working to resolve the matter.

~~We are still in default, but working to resolve the matter. Cash Flows~~ 6

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

		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	)

Our cash flow for the six (6) month period ended June 30, 2011 and 2010 is summarized as follows:

		Six (6)			Six (6)
		months			months
		Ended			Ended
		June 30,			June 30,
		2011			2010
Net cash used in operating activities	$	(127,442	)	$	(108,526	)
Net cash provided by (used in) investing activities		-			-
Net cash provided by financing activities		181,640			104,718
Change in cash and cash equivalents during the period	$	54,198		$	(3,808	)

Cash Used In Operating Activities

During the ~~three~~six months ended ~~March~~June 3130, 2011 we used net cash in operating activities in the amount of $50127,~~129~~442 as a result of our net loss totaling of $~~249~~488,~~242~~443 offset by the change in accounts payable and accrued liabilities of $~~117~~225,~~914~~092, and non-cash items included in ~~our~~shares ~~net~~and ~~loss~~warrants ~~totaling~~issued for consulting and management fees of $7912,~~999~~625, stock-based compensation of $15,841, amortization of patent of $2,400 and accretion of debt discount and unrealized foreign exchange of $105,043.

Cash from Financing Activities

During the ~~three~~six months ended ~~March~~June 3130, 2011, cash provided by financing activities ~~was~~in the amount of $~~103~~181,~~000~~640 ~~consisting~~were primarily from cash acquired from the issuance of aconvertible notes and the receipt of share subscription in the amount of $50103,000, ~~and the~~ issuance of acommon ~~promissory~~shares ~~note~~ in the amount of $5394,000 (net of commission of $6,000) with a corresponding reduction of $15,360 due to a repayment of loans payable.

Cash from Investing Activities

We did not ~~use~~generate any cash infrom ~~investing~~financing activities during ~~the~~ ~~three~~the six months ended ~~March~~June 3130, 2011.

Results of Operations

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 royalties from our investment in our subsidiaries.

Expenses

Our expenses for the three (3) months and the six (6) months ended ~~March~~June 3130, 2011 and 2010 were as follows:

	Three months		Three months		Six months	Six months
	Ended		Ended		Ended	Ended
	March 31, 2011		March 31, 2010
	June 30, 2011		June 30, 2010		June 30, 2011	June 30, 2010
Accounting and audit fees	51128,~~412~~327		4867,~~965~~409		179,739	116,374
Bank charges	493		461		664	763
Consulting fees	12,205		64,500		92,966	129,674
Legal fees	14,875		2,803		23,486	2,803
Office and travel	1,300		486		1,300	1,151
Rent	-		15,455		-	30,743
Transfer agent and filing fees	1,172		2,580		5,188	2,580
Interest, fees and accretion on notes payable	81,808		15,058		162,927	29,746
Change in fair value on notes of derivative	-		(85,163	)	-	-
Amortization of patent	1,200		-		2,400	-
Foreign exchange gain (loss)	(2,179	)	(29,160	)	19,773	(9,425	)
	239,201		54,429		488,443	304,409

6Three Months Ended June 30, 2011 and June 30, 2010

	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

Accounting and Audit fees

~~Expenses~~Our ~~for~~accounting ~~the~~and ~~three~~audit ~~(3)~~fees ~~months~~increased ~~ended~~by ~~March 31~~$60,918 ~~2011~~for the ~~decreased~~three bymonth aperiod ~~total~~ended ofJune ~~$738~~30, 2011 compared to the ~~three~~period ~~(3) months~~ ended ~~March~~June 3130, 2010. ~~The decrease was~~ due to ~~a decrease in our bank service charges in~~ the ~~amount~~ ofadditional ~~$131,~~work arequired ~~decrease~~on ~~in our office and miscellaneous expenses in~~ the ~~amount~~ ofacquisition ~~$665, a decrease in the rent expense~~ of ~~$15,288, and a decrease in~~ the subsidiary ~~fair~~Vardisto ~~value~~Investment ~~of our derivative liability in the amount of $85,163~~Ltd. ~~This decrease was in return offset~~ by ~~an increase in our accounting and auditing fees in~~ the ~~amount~~ of $2,447, an increase in our consulting fees of $15,587, an increase in our legal fees of $8,611, an increase in the amount paid to our transfer agent and filing of $4,016, 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 $2,217Company.

~~Audit~~Office, ~~Fees~~Travel and ~~accounting~~Bank ~~fees~~ Charges

Our ~~accounting~~combined office, travel and ~~audit~~bank ~~fees~~charges increased ~~by $2,447 in~~ during the ~~period ended~~three ~~March~~month ~~31, 2011 compared to the~~ period ended ~~March~~June 3130, ~~2010~~2011 ~~due~~by ~~to an decrease in audit fees of~~ $~~7,025~~846 ~~resulting~~compared ~~from~~to ~~auditors~~the ~~only~~three ~~commencing work on~~month ~~the~~period ~~year end audit after the quarter~~ ended ~~March~~June 3130, ~~2011 and an increase in accounting fees of $9~~2010,~~472~~ due to the ~~company~~additional ~~completing~~volume ~~the~~of ~~accounting~~ work onand ~~the~~transactions ~~December 31, 2010~~ during the quarter ended ~~March~~June 3130, 2011.

~~Office and Bank Charges~~ 8

Our combined office and bank charges decreased during the period ended March 31, 2011 by $796 compared to the period ended March 31, 2010. This was mainly the result of us undertaking less activities.

Consulting Fees

The consulting fees we paid increased during the period ended March 31, 2011 by $15,587compared to the period ended March 31, 2010. This was the result of our Company requesting and paying a consultant for additional work in 2011 in the amount of $ 12,625 and an increase in stock-based compensation in 2011 of $ 2,962.

Legal Fees

Our legal fees increased in the three month period ended ~~March 31~~June 30, 2011 by $812,~~611~~072 compared to the period ended ~~March~~June 3130, 2010. This was the result of ~~our company~~the ~~requiring~~numerous ~~legal~~agreements ~~services~~and inlegal ~~the~~work ~~amount~~required ofon ~~$5,611 during~~ the ~~quarter~~acquisition onof our ~~investment~~subsidiary ~~in Molecular Vision and~~ Vardisto ~~investments.~~Investments ~~In addition we incurred a $3,000 legal fee on the convertible note with Asher Enterprises~~Ltd.

7Interest, fees and accretion on Notes Payable

The interest we incurred on notes payable increased by $66,750 in the three month period ended June 30, 2011 compared to the period ended June 30, 2010. This was the result of accrued and accretion interest due to an increase in our loans payable.

Rent Expenses

Our rental expenses decreased in the three month period ended June ~~March 31~~30, 2011 by $15,455 compared to the period ended ~~March~~June 3130, 2010 ~~by $15,288~~. This was the result of our Company not having to pay ~~$15,000~~the ofmonthly rent to Vardisto ~~during the quarter~~ ~~ended~~Investments ~~March~~Ltd. ~~31, 2011~~ due to our acquisition of ~~Vardisto in December 2010. In addition~~ the ~~company had to pay the balance outstanding of $288 on fees for our registered office in London~~subsidiary.

Consulting Fees

The consulting fees we paid decreased in the three month period ended June 30, 2011 by $52,295 compared to the period ended June 30, 2010. The Company had previously been paying consulting fees in the amount of $64,500 ($21,500 per month). During the three month period ended June 30, 2011, these consultants were terminated due to lack of funds. The consulting fees incurred in the three month period ended June 30, 2011 are attributable to stock based compensation expense for options granted June 1, 2010. This was the last tranche of options to vest, and all previously outstanding options are now vested.

Change in fair value of the derivative liability

This amount decreased by $85,163 for the three month period ended June 30, 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 June 30, 2011, however, for the period ended June 30, 2010 the fair value was calculated as $85,163.

Foreign Exchange Gain/Loss

We incurred a reduction in our foreign exchange gain of $26,981 for the three month period ended June 30, 2011, due to changes in US dollar compared to other currencies in June 30, 2010.

Transfer Agent and Filings

Our transfer agent and filings expense ~~increased~~decreased for the ~~period~~three month period ended ~~March~~June 3130, 2011 by $41,~~016~~408 compared to the period ended ~~March~~June 3130, 2010. This was due to ~~the~~less ~~number~~volume ofbeing ~~forms~~processed ~~that~~through ~~required to be filed with~~ our transfer ~~agent~~ ~~regarding the convertible note with Asher Enterprises~~agent.

Amortization of Patent

Our amortization expenses increased by $1,200 for the three month period ended June 30, 2011 compared to the three month period ended June 30, 2010, due to acquiring a patent upon acquiring Vardisto during the period ended June 30, 2011.

Six Months Ended June 30, 2011 and June 30, 2010

Audits and Accounting Fees

Our accounting and audit fees increased by $63,365 for the six month period ended June 30, 2011 compared to the period ended June 30, 2010 due to an increase in accounting fees of $22,025 and an increase in audit fees of $41,340 caused by the acquisition of our subsidiary Vardisto Investments Ltd.

Office, Travel and Bank Charges

Our combined office, travel and bank charges increased during the six month period ended June 30, 2011 by $50 compared to the six month period ended June 30, 2010.

Amortization of Patent

Our amortization of patent increased during the period ended June 30, 2011 by $2,400 compared to the period ended June 30, 2010, due to amortization of the patent acquired from Vardisto, which we did not have during the period ended June 30, 2010.

Legal Fees

Our legal fees increased in the six month period ended June 30, 2011 by $20,683 compared to the period ended June 30, 2010 due to our Company requiring additional legal services in the review and preparation of contracts on our investment in Molecular Vision and Vardisto Investments. In addition we incurred a $3,000 legal fee on the convertible note with our equity investor, Asher Enterprises.

Interest, fees and accretion on Notes Payable

The interest we incurred on notes payable increased by ~~$66~~133,~~431~~181 in the six month period ended ~~March~~June 3130, 2011 compared to the period ended ~~March 31~~June 30, 2010. This was ~~the~~due ~~result~~to ofhaving ~~additional~~to ~~interest~~an onincrease ~~unpaid accrued interest and accretion on the debt discount associated with the Vardisto promissory note~~ in ~~the~~ ~~amount~~our ofconvertible ~~$41,934~~notes outstanding.

~~Change~~Transfer inAgent ~~fair~~and ~~value of the derivative liability~~ Filings

~~This~~Our ~~amount~~transfer ~~decreased~~agent byand ~~$85,163~~filings expense increased for the six month period ended ~~March~~June 3130, 2011 ~~because~~by ~~the~~$2,608 ~~calculation~~compared ofto the ~~fair~~period ~~value~~ended ofJune ~~the embedded derivative~~30, ~~liability~~2010. onThis ~~two (2) of our convertible promissory notes~~ was ~~$Nil~~due ~~for~~to the ~~period ended~~number ~~March~~of ~~31,~~forms ~~2011,~~that ~~however,~~required ~~for~~to ~~the~~be ~~period~~filed ~~ended~~with ~~March~~our transfer ~~31,~~agent ~~2010~~regarding the ~~fair value~~convertible ~~was~~note ~~calculated~~with asAsher ~~$85,163~~Enterprises.

Consulting Fees

The consulting fees we paid decreased in the six month period ended June 30, 2011 by $36,708 compared to the same period ended June 30, 2010 due to the Company paying consulting fees for the six month period ended June 30, 2010 compared to paying only three months of consulting fees for the period ended June 30, 2011. The Company had terminated the consultants at the end of March 31, 2011.

Rent Expenses

Our rental expenses decreased in the six month period ended June 30, 2011 by $30,743 compared to the period ended June 30, 2010. This was the result of our Company not having to pay the monthly rent to Vardisto Investments Ltd. commencing January 1, 2011 due to the acquisition of this subsidiary by the Company.

Going Concern

We have historically incurred losses and have incurred a loss of $~~249~~488,~~242~~443 for the ~~three~~six months ended ~~March~~June 3130, 2011 and a loss of $~~249~~304,~~980~~409 for the ~~three~~six months ended ~~March~~June 3130, 2010. Because of these historical losses, we ~~will~~ will require additional working capital to develop our business operations. We ~~intend~~ intend to raise additional working capital through private placements, public offerings, bank financing and/or advances from related parties or shareholder loans.

The continuation of our business is dependent upon obtaining further financing and achieving a 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 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 private 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 cease operations.

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.

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 stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risks.

Not Applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 under the Securities Exchange Act of 1934, our principal executive officer and 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 ~~March~~June 3130, 2011.

Disclosure controls and 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, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, these officers concluded that as of ~~March~~June 3130, 2011, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures were due to material weaknesses described 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 areas:

Our company’s accounting staff does not 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 ~~March~~June 3130, 2011 financial statements.

Because of the 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 been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Assuming we have sufficient funds, 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 by December 31, 2012.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the fiscal quarter ended ~~March~~June 3130, 2011 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.

On February 14, 2011, 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 closing price of the common shares on the day 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 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 we successfully develop a compound referred to as “compound X” as a hypolipidemic agent and a potential cholesterol-lowering agent or develop a system called IKAROS-1000 as a sophisticated 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 $3031,~~776~~016,~~107~~508 as at ~~March~~June 3130, 2011 (~~December 31,~~ 2010 - $3027,~~528~~874,~~065~~804) and incurred a net loss during the ~~three~~six month period ended ~~March~~June 3130, 2011 of $~~249~~488,~~242~~443 (~~March 31,~~ 2010 - $~~249~~304,~~980~~409). 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, 2010, which are included in our annual report on Form 10-K filed with the SEC on March 12, 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.

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:

investments in Vardisto;
investments in other technologies or technology companies.

We have 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 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.

Risks Related to our Business

Substantial Research on our projects is still needed without any results guaranteed

Our projects involve substantial research with unpredictable results. There is a high risk that such further research produces results that make our projects unrealistic or too difficult to complete and that may impair our ability to conduct business operations as currently 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.

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.

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 ~~March~~June 3130, 2011 and concluded that as of that date, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures was 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.

We have not yet remediated these disclosure weaknesses and we believe that our disclosure controls and procedures 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.

11 14

Risks Related to our Common Shares

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 shareholders.

Our articles of incorporation ~~authorize~~authorizes 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 shareholders. Further, such issuance may result in a change of control of our 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 Pink. Trading of our stock through the OTC Pink 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 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.

During the month of ~~February~~May 2012, we received $15110,~~000~~026 pursuant to to the sale of ~~150~~1,~~000~~100,260 shares at $0.10 per share from ~~one~~five (5) non-U.S. ~~person~~ persons (as the term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S. ~~During the same month, we received $9,000 pursuant from the sale of 90,000 shares at $0.10 from two (2) U.S. persons relying on Section 4(2) and/or Rule 506 of the Securities Act of 1933.~~ None of ~~the~~these ~~above~~ shares have been issued yet. Noand no warrants are attached to these ~~above~~ shares.

On February 15, 2011, we issued 75,000 units having a fair value of $12,625 to a 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 issued these units to an offshore subscriber pursuant to Regulation S of the Securities Act of 1933.

During the month of March 2012, we received $45,026 pursuant to the sale of 450,260 shares at $0.10 per share from four (4) non-U.S. persons (as the term is defined in Regulation S of the Securities Act of 1933) in an offshore transaction relying on Regulation S. During the same month, we received $10,000 pursuant from the sale of 100,000 shares at $0.10 from one (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.

During the month of April 2012, we received $83,000 pursuant to the sale of 830,000 shares at $0.10 per share from four (4) non-U.S. persons (as the 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.

During the month of May 2012, we received $8,500 pursuant to the sale of 85,000 shares at $0.10 per share from two (2) non-U.S. persons (as the 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.

Item 3. Defaults Upon Senior Securities.

Please see Item 1. Legal Proceedings of Part II – Other Information of this quarterly report on Form 10-Q.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

On ~~February~~March 125, ~~2012~~2011, we ~~issued~~signed a convertible promissory note with Jacques Nauer in the amount ~~of EUR 30~~$50,000 ~~bearing interest at a rate of 8% per annum compounded monthly and maturing on July 1, 2012~~. ~~This~~The note is ~~secured~~convertible byinto ashares ~~guarantee~~of ~~approved by~~ our company ~~board~~at of$0.08 ~~directors~~per share.

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)

14 16

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)
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

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
(101)	XBRL
101.INS*	XBRL INSTANCE DOCUMENT
101.SCH*	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith.

15 18

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: June 4, 2012
	Date: August 8, 2012
By:	/s/ Ron Lizée
	Ron Lizée
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal
	Accounting Officer)
	Date: June 4, 2012

By:	/s/ Ron Lizée
	Ron Lizée
	Chief Financial Officer and Director
	(Principal Financial Officer and Principal
	Accounting Officer)

	Date: August 8, 2012

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