UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2013 Or

[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the ~~quarterly~~transition period ~~ended~~__________ ~~September~~to ~~30,~~__________ ~~2012~~Commission File Number: 333-136372

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

[ ] For the transition period __________ to __________

Commission File Number: 333-136372

Znomics, Inc.

(Exact name of registrant as specified in its charter)

Nevada	52-2340974
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

301 Carlson Parkway, Suite 103

Minneapolis, MN 55305

(Address of principal executive offices, including zip code)

(952) 253-6032 (Registrant’s telephone number) ~~_______________________________________________________________ (Former name, former address and former fiscal year, if changed since last report)~~

~~Indicate by check mark whether the registrant~~ (1)Former ~~filed~~name, ~~all~~former ~~reports~~address ~~required~~and toformer befiscal ~~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 issuer was required to file such reports)~~year, ~~and~~if ~~(2)~~changed ~~has~~since ~~been~~last ~~subject to such filing requirements for the past 90 days [X] Yes [ ] No~~report)

Indicate by check mark whether the registrant ~~has~~(1) ~~submitted~~filed ~~electronically~~all ~~and~~reports ~~posted on its corporate Web site, if any, every Interactive Data File~~ required to be ~~submitted~~filed ~~and~~by ~~posted~~Section ~~pursuant~~13 toor ~~Rule~~15(d) ~~405~~ of ~~Regulation~~the ~~S-T(§232.405~~Securities ofExchange ~~this~~Act ~~chapter)~~of 1934 during the preceding 12 months (or for such shorter period that the ~~registrant~~issuer was required to ~~submit~~file such reports), and ~~post~~(2) has been subject to such ~~files).~~filing ~~Yes~~requirements for the past 90 days. [X ] No Yes [ X] No

Indicate by check mark whether the registrant has submitted electronically and posted on its 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).

[X] Yes [ ] No

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) [X] Smaller reporting company

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: Common shares outstanding of 5255,~~519~~145,~~896~~892 as of ~~October~~July 31, ~~2012~~2013.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements (unaudited)	3
F-1	Balance Sheets as of ~~September~~June 30, ~~2012~~2013 and December 31, ~~2011~~2012	3
F-2	Statements of Operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013 and ~~2011 and for the period from inception on September 13, 2001 through September 30,~~ 2012	4
F-3	Statements of Cash Flows for the ~~three~~six ~~and nine~~ months ended ~~September~~June 30, ~~2012~~2013 and ~~2011 and for the period from inception on September 13, 2001 through September 30,~~ 2012	5
F-4	Notes to Financial Statements	6
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1011
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	1213
Item 4:	Controls and Procedures	1213
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	1314
Item 1A:	Risk Factors	1314
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	1314
Item 3:	Defaults Upon Senior Securities	1314
Item 4:	Mine Safety Disclosures	1314
Item 5:	Other Information	1314
Item 6:	Exhibits	1314
Signatures		14
Exhibit Index		15

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ZNOMICS, INC.

(A Development Stage Company)

Balance Sheets (in thousands except share data)

(Unaudited)

Assets	~~September~~June 30, ~~2012~~2013			December 31, ~~2011~~2012
Current assets:
Cash	$	2816		$	3726
Prepaid expenses		86			4
Total current assets		3622			4130
Total assets	$	3622		$	4130
Liabilities and Stockholders' Equity (Deficit)
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable	$	2		$	45
Accrued liabilities		59			4241
Total current liabilities		61			46
Current maturities of secured promissory notes from certain stockholders		50			-
Secured promissory notes from certain stockholders		125			50
Total current liabilities		111			46
Total liabilities		186			96
Secured promissory notes from certain stockholders		125			150
Stockholders' equity (deficit):
Warrant liability		16			33
Common stock, $0.001 par value, 90,000,000 shares authorized, 52,519,896 issued and outstanding at September 30, 2012 and December 31, 2011		53			53
Total liabilities		252			229
Stockholders' deficit:
Common stock, $0.001 par value, 90,000,000 shares authorized, 52,519,896 shares issued and outstanding at June 30, 2013 and December 31, 2012		53			53
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none outstanding		-			-
Additional paid-in capital		6,~~504~~403			6,~~502~~403
Deficit accumulated during the development stage		(6,707	)		(6,610	)
Accumulated deficit		(6,686	)		(6,655	)
Total stockholders' equity (deficit)		(150)			(55)
Total stockholders' deficit		(230	)		(199	)
Total liabilities and stockholders' equity (deficit)	$	36		$	41
Total liabilities and stockholders' deficit	$	22		$	30

The accompanying notes are an integral part of these condensed financial statements.

ZNOMICS, INC.

(A Development Stage Company)

Condensed Statements of Operations (in thousands except share data)

(Unaudited)

For the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2012~~2013 and ~~2011~~2012

and the Period from September 13, 2001 (Date of Inception) to September 30, 2012

	Three months ended						Six months ended
	June 30						June 30
	2013			2012			2013			2012

Revenue	$	-		$	-		$	-		$	-

General and administrative expense		37			12			44			26

Loss from operations		(37	)		(12	)		(44	)		(26	)

Other income (expense):
Interest expense		(2	)		(1	)		(4	)		(2	)
Gain on fair value adjustment of warrant liability		-			-			17			-

Total other income (expense)		(2	)		(1	)		13			(2	)

Loss before income taxes		(39	)		(13	)		(31	)		(28	)
Income taxes		-			-			-			-

Net loss	$	(39	)	$	(13	)	$	(31	)	$	(28	)


Net loss per share -- Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average common shares outstanding:
Basic and diluted		52,519,896			52,519,896			52,519,896			52,519,896

	Three months ended						Nine months ended						September 13, 2001 (Inception) to
	September 30						September 30						September 30,
	2012			2011			2012			2011			2012
Sales related to products and services	$	-		$	-		$	-		$	-		$	1,015
Grant revenue		-			-			-			-			2,006
Total sales and revenue		-			-			-			-			3,021
Operating expenses:
Cost of products and services		-			-			-			-			2,434
Grant expense		-			-			-			-			2,006
Selling, general and administrative		68			10			94			37			3,896
Asset impairment		-			-			-			-			49
Research and development		-			-			-			-			1,702
Total operating expenses		68			10			94			37			10,087
Loss from operations		(68	)		(10	)		(94	)		(37	)		(7,066	)
Other income (expense):
Gain from disposition of assets related to discontinued operations-fish sales		-			-			-			-			369
Investment income		-			-			-			-			112
Interest expense		(1	)		(1)			(3	)		(1)			(85	)
Other expense, net		-			-			-			-			(37	)
Total other income (expense)		(1	)		(1)			(3	)		(1)			359
Loss before income tax		(69	)		(11	)		(97	)		(38	)		(6,707	)
Income tax expense		-			-			-			-			-
Net loss	$	(69	)	$	(11	)	$	(97	)	$	(38	)	$	(6,707	)
Net loss per share -- Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		52,519,896			52,519,896			52,519,896			52,519,896

The accompanying notes are an integral part of these condensed financial statements.

ZNOMICS, INC.

(A Development Stage Company)

Statements of Cash Flows (in thousands)

(Unaudited)

For the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2012~~2013 and ~~2011~~2012

and the Period from September 13, 2001 (Date of Inception) to September 30, 2012

	Six Months Ended June 30
	2013			2012
Cash flows from operating activities:
Net loss	$	(31	)	$	(28	)
Adjustments to reconcile net loss to net cash from operations:
Stock-based compensation charges		-			2
Gain on fair value adjustment of warrant liability		(17	)		-
Changes in operating assets and liabilities:
Prepaid expenses		(2	)		(8	)
Accounts payable		(3	)		(2	)
Accrued liabilities		18			(7	)

Net cash used in operating activities		(35	)		(43	)

Cash flows from investing activities:		-			-

Cash flows from financing activities:
Proceeds from issuance of debt		25			25

Net cash provided by financing activities		25			25

Net decrease in cash and cash equivalents		(10	)		(18	)

Cash at beginning of period		26			37

Cash at end of period	$	16		$	19



Supplemental disclosures:
Cash paid for interest	$	-		$	-

	Nine Months Ended September 30						September 13, 2001 (Inception) to September 30,
	2012			2011			2012
Cash flows from operating activities:
Net loss	$	(97	)	$	(38	)	$	(6,707	)
Adjustments to reconcile net loss to net cash from operations:
Gain on sale of property and equipment		-			-			(366	)
Asset impairment		-			-			49
Depreciation and amortization		-			-			465
Stock-based compensation charges		2			2			484
Stock warrant expense		-			-			138
Issuance of stock for licensing and services		-			-			414
Non-cash contributions by certain shareholders to settle specific expenses		-			-			37
Changes in operating assets and liabilities:
Prepaid expenses		(4)			(4)			63
Accounts payable		(2)			3			2
Accrued liabilities		17			(5	)		59
Deferred revenue		-			-			212
Net cash used in operating activities		(84	)		(42	)		(5,150	)
Cash flows from investing activities:
Capital expenditures		-			-			(884	)
Proceeds from sale of property and equipment, net		-			-			546
Net cash (used in) provided by investing activities		-			-			(338	)
Cash flows from financing activities:
Proceeds from issuance of common stock, net		-			-			4,531
Proceeds from issuance of preferred stock		-			-			860
Proceeds from issuance of debt		75			50			990
Principal payments, capital leases and notes payable		-			-			(865	)
Net cash provided by financing activities		75			50			5,516
Net increase (decrease) in cash and cash equivalents		(9)			8			28
Cash at beginning of period		37			38			-
Cash at end of period	$	28		$	46		$	28
Supplemental disclosures:
Cash paid for interest	$	-		$	-		$	58
Sale of ZeneMark library copy as offset to deferred revenue	$	-		$	-		$	212
Issuance of common stock for prepaid consulting fees	$	-		$	-		$	70

The accompanying notes are an integral part of these condensed financial statements.

ZNOMICS, INC.

(A Development Stage Company)

Notes to Financial Statements

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Znomics, Inc. ("the Company") was engaged in the business of drug discovery with a cutting-edge biotechnology platform that leveraged medicinal chemistry with the unique attributes of the zebrafish. In April 2009, the Company terminated its operations. The Company subsequently disposed of this developmental stage business in 2009 and 2010 prior to it having generated any significant revenues. As the Company is no longer developing any specific business, it no longer refers to itself as a development stage company and accordingly, no longer presents cumulative financial information. The Company is now considered a public shell company with no current business activity.

The Company has now focused its efforts on seeking a new business opportunity. The Company is attempting to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a private company to become a reporting (“Public”) company whose securities are qualified for trading in the United States secondary market.

Basis of Presentation

~~Znomics,~~The ~~Inc.~~accompanying ("financial statements have been prepared in conformity with accounting principles generally accepted in the ~~Company"~~United States (“GAAP”). However, ~~was~~certain ~~engaged~~information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed, or omitted, pursuant to the ~~business~~rules and regulations of ~~drug~~the ~~discovery~~Securities ~~with~~and aExchange ~~cutting-edge~~Commission ~~biotechnology~~(“SEC”). In ~~platform~~the ~~that~~opinion ~~leveraged~~of ~~medicinal~~management, ~~chemistry~~the ~~with~~financial statements include all adjustments consisting of normal, recurring adjustments necessary for the ~~unique~~fair ~~attributes~~presentation of the ~~zebrafish~~results of the interim periods presented. InThese ~~April~~condensed ~~2009~~financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended December 31, 2012 as included in the Company’s ~~terminated~~2012 ~~its~~Annual ~~operations~~Report on Form 10-K, dated August 14, 2013.

The Company has now focused its efforts on seeking a business opportunity. (See also Note 4 below). The Company will attempt to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a private company to become a reporting (“Public”) company whose securities are qualified for trading in the United States secondary market.

As the Company has not yet generated significant revenue, the Company is considered to be in the development stage as of September 30, 2012.

As required for development stage companies, cumulative statements of operations and cash flows from September 13, 2001 (date of inception) through September 30, 2012 have been presented along with the statements of operations and cash flows for the periods ended September 30, 2012 and 2011.

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). However, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the financial statements include all adjustments consisting of normal, recurring adjustments necessary for the fair presentation of the results of the interim periods presented. These condensed financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended December 31, 2011 as included in the Company’s 2011 Annual Report on Form 10-K, dated February 29, 2012.

Estimates

The preparation of financial statements in conformity with GAAP requires us to make certain estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We update these estimates, assumptions and judgments as appropriate, which in most cases is at least quarterly. We use our technical accounting knowledge, cumulative business experience, judgment and other factors in the selection and application of our accounting policies. While we believe the estimates, assumptions and judgments we use in preparing our financial statements are appropriate, they are subject to factors and uncertainties regarding their outcome and therefore, actual results may materially differ from these estimates.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash, ~~and~~prepaid ~~cash equivalents~~expenses, ~~money~~accounts ~~market funds~~payable, ~~prepaid~~accrued expenses, ~~payables~~ and ~~accrued~~notes ~~expenses~~payable. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The Company considers the carrying values of its financial instruments in the financial statements to approximate fair value ~~due~~as tointerest ~~their~~rates on the notes payable approximate current rates and the current assets and liabilities are short-term in nature.

Derivative Financial Instruments

The Company has a derivative liability which is accounted for at fair value. The fair value of the Company’s derivative liability is estimated at each balance sheet date and changes in fair value are reflected as a gain or loss in the statement of operations. The Company utilizes a Black-Scholes option pricing model to estimate fair values of its derivative liability.

This derivative liability is also marked-to-market prior to any related exercises, modifications, or extinguishments with any necessary changes in fair value from the prior balance sheet date being reflected as a gain or loss in the statement of operations. The carrying value of the liability is eliminated upon extinguishment, converted to equity upon an exercise, or adjusted as may be necessary in a modification.

ZNOMICS, INC.

(A Development Stage Company)

Notes to Financial Statements

Income Taxes

Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

We account for income taxes pursuant to Financial Accounting Standards Board guidance. This guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. We believe our income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves, or related accruals for interest and penalties have been recorded at ~~September~~June 30, ~~2012~~2013 and December 31, ~~2011~~2012. In accordance with the guidance, the Company has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements of operations. The Company ishas ~~subject~~three toopen ~~U.S.~~years ~~federal~~of ~~income~~ tax ~~examinations~~ byreturns ~~tax~~subject ~~authorities for years 2001 and after due~~ to ~~unexpired~~examination ~~loss~~from ~~carry~~2009 ~~forwards originating in~~ and ~~subsequent to 2001~~forward.

Stock-Based Compensation ~~and Warrants~~

The Company recognizes the cost of stock-based compensation plans and awards in operations on a straight-line basis over the respective vesting period of the awards. The Company measures and recognizes compensation expense for all stock-based payment awards made to employees and directors. The compensation expense for the Company's stock-based payments is based on estimated fair values at the time of the grant.

The Company estimates the fair value of stock-based payment awards on the date of grant using an option pricing model. These option pricing models involve a number of assumptions, including the expected lives of stock options, the volatility of the public market price for the Company's common stock and interest rates. The Company is using the Black-Scholes option pricing model to estimate the fair value of its options. Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that are ultimately expected to vest.

ZNOMICS, INC.

(A Development Stage Company)

Notes to Financial Statements

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing the net income (loss) for the period by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include options granted pursuant to the Company's stock option plan and stock warrants.

For the periods ended ~~September~~June 30, ~~2012~~2013 and ~~2011~~2012, options, ~~share based payments~~ and warrants exercisable representing ~~convertible~~common ~~securities~~stock ~~totaling~~equivalents ~~1,789,010~~ were excluded from the calculation of the diluted net loss per share as their effect would have been anti-dilutive.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and items defined as other comprehensive income (loss). Items defined as other comprehensive income (loss) include items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities. For the three and six months ended June 30, 2013 and 2012, there were no adjustments to net loss to arrive at comprehensive loss.

Recent Accounting Pronouncements

None that are applicable.

NOTE 2. GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. We ~~The~~have ~~Company~~incurred ~~has~~substantial ~~limited~~losses ~~financial~~since ~~resources~~our ~~and~~inception. ~~its~~As ~~operations~~of ~~during~~June ~~the~~30, ~~development~~2013, ~~stage~~our ~~have~~accumulated ~~been~~deficit ~~unprofitable~~was approximately $6.7 ~~These~~million. ~~factors~~Financial ~~raise~~results ~~substantial~~for ~~doubt~~2012 ~~about~~reflected ~~its~~a ~~ability~~loss from operations of $109,000. We expect to continue asto aincur ~~going~~net ~~concern.~~losses ~~Management~~as ~~plans~~we incur expenses related to ~~rely~~seeking ona ~~loans~~business ~~from~~opportunity ~~certain~~and ofour ~~its~~ongoing ~~officers,~~costs ~~directors~~of ~~and~~being ~~stockholders~~a topublic ~~fund~~reporting ~~its~~company. Because ~~ongoing~~we ~~obligations,~~have ~~however~~no revenues, ~~there~~we isplan noto ~~guarantee~~use ~~that~~our ~~the~~current ~~Company~~cash ~~will~~reserves, bewhich ~~able~~came tofrom ~~obtain~~the ancash ~~adequate~~received ~~amount~~from ofadvances ~~funding.~~under ~~The~~the ~~financial~~Discretionary ~~statements~~Notes do(see ~~not~~Note ~~include~~3), ~~any~~as ~~adjustments~~well ~~that~~as ~~might~~potential ~~result~~future ~~from~~advances under the ~~outcome~~Discretionary ofNotes ~~this~~to ~~uncertainty~~fund our ongoing operating costs.

Our ability to continue as a going concern is dependent on our success at finding an acquisition candidate in a timely manner. We believe our cash position at June 30, 2013 and advances expected under the Discretionary Notes and equity sales of our common stock, should allow us to fund operations for at least the next 12 months, and through the date a target company merges into the Company.

However, the current financing environment in the United States is challenging and we can provide no assurances that we could raise capital either to continue our operations or to finance an acquisition. The sale of our securities or the expectation that we will sell additional securities may have an adverse effect on the trading price of our common stock. Further, notwithstanding the Discretionary Notes, we cannot be certain that additional financing will be available when and as needed. If financing is available, it may be on terms that adversely affect the interests of our existing stockholders. If adequate financing is not available, we may need to reduce or eliminate our efforts to find an acquisition opportunity. These factors could significantly limit our ability to continue as a going concern and cause us to investigate other strategic options, including bankruptcy. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3. DISCRETIONARY ADVANCE SECURED PROMISSORY NOTES

On February 10, 2010, the Company executed Discretionary Advance Secured Promissory Notes ~~with certain shareholders~~ (the “Discretionary Notes”), in favor of various stockholders of the Company who may make advances to the Company from time to time. The amounts due under the Discretionary Notes accrue interest at an annual rate of 5% and are due on the earlier to occur of a business combination between the Company and an operating business and three years from each loan advance, or upon the Company’s insolvency or a material breach of the Stock Purchase Agreement. The Discretionary Notes are secured by all of the Company’s assets ~~(see Note 4 below)~~. Advances totaling $50175,000 ~~were~~have been received under the Discretionary Notes onand ~~June~~remain 1,outstanding ~~2011,~~at ~~an additional $25,000 was received on~~ June 130, ~~2012 and an additional $50,000 was received on August 21, 2012~~2013. ~~The~~ Accrued ~~total~~interest of $~~125~~9,~~000~~700 ~~remains~~is ~~outstanding~~also atdue ~~September~~as ~~30, 2012. As~~ of ~~September~~June 30, ~~2012 and December 31, 2011, total accrued interest due was $4,100 and $1,500, respectively~~2013.

NOTE 4. Warrant ~~MERGER AGREEMENT~~Liability

OnDuring ~~September 10,~~ 2012, the Company ~~entered~~re-reviewed ~~into~~the anprovisions ~~Agreement~~on ~~and~~all ~~Plan~~ of ~~Merger~~its ~~(the~~outstanding ~~“Merger~~warrants ~~Agreement”)~~issued ~~with~~originally ~~iScience~~in ~~Interventional~~2009 ~~Corporation~~and ~~(“iScience”),~~amended ain ~~privately~~2010 ~~held~~and ~~company~~determined ~~incorporated~~that inbecause ~~Delaware,~~such ~~and~~warrants IZcould ~~Merger~~potentially ~~Corp.,~~be asettled ~~newly~~in ~~created Delaware~~cash ~~corporation~~upon ~~and~~ a ~~wholly-owned~~Fundamental ~~subsidiary~~Transaction of(as defined in the ~~Company~~applicable ~~(“Merger~~warrant ~~Sub”~~agreement), ~~pursuant~~they toshould ~~which~~have ~~Merger~~been ~~Sub,~~accounted ~~subject~~for toas ~~certain~~a ~~conditions~~derivative ~~contained~~liability inat ~~the~~fair ~~Merger~~value ~~Agreement, will merge~~ with ~~and~~changes ~~into~~in ~~iScience~~fair ~~and~~value ~~iScience~~reflected ~~will~~in ~~become~~operating aresults. Cumulatively ~~wholly-owned~~since ~~subsidiary of~~ the ~~Company~~date ~~(the~~of ~~“Merger”). Upon~~issuance ~~completion~~to ofDecember ~~the~~31, ~~Merger~~2012, ~~each~~the ~~outstanding~~fair ~~share~~value of ~~iScience~~these ~~common~~warrants ~~stock,~~decreased ~~and~~by ~~each security convertible into iScience common stock~~$68,000 ~~will automatically convert into the right~~ to ~~receive~~ a ~~number~~December of31, ~~shares~~2012 offair ~~the~~value ~~Company’s~~of ~~common stock~~$33,000. The ~~or, as applicable, securities convertible into the~~ Company’s ~~common~~recorded ~~stock,~~a ~~such~~fourth ~~that,~~quarter ~~after~~2012 ~~giving~~adjustment ~~effect~~for toall ~~the Merger, the holders~~ of ~~iScience~~its ~~capital~~prior ~~stock~~accounting ~~immediately~~treatment ~~prior~~for tothese ~~the~~warrants. No ~~Merger~~periods ~~will~~since ~~hold,~~issuance inthrough ~~the~~December ~~aggregate~~31, ~~97.5%~~2012 ofwere ~~the~~materially ~~total~~impacted ~~number~~by ~~of shares of~~ the ~~Company’s~~previous ~~common stock on a fully-diluted basis~~accounting.

iScience is a medical device company that specializes in the research, development, manufacturing and commercialization of micron-sized catheters and access devices. Its technology is used in site-specific treatments for sight threatening diseases of the eye. The novelty of its technology is that it enables access to key structures within the eye that have previously been inaccessible. These complex access devices are only the size of several human hairs (250-400 microns in diameter) and can deliver devices, drugs and biologics directly to the site of compromised or diseased structures within the front and the back of the eye. iScience’s products are enabling treatments for multiple ophthalmic sight-threatening diseases, such as open angle glaucoma, geographic atrophy, diabetic macular edema, diabetic retinopathy, retinal vein occlusion and uveitis. Clinical trials demonstrate that these innovative site-specific treatments have the potential to achieve unprecedented improvements in clinical outcomes for patients with sight-threatening diseases. Upon completion of the Merger, the Company will adopt, and thereafter be engaged in the business of iScience.

~~Conditions~~ZNOMICS, ~~to the Merger~~INC.

Pursuant to the Merger Agreement, the Company agreed to reincorporate under Delaware law and combine its outstanding common stock at a ratio to be determined with the consent of iScience. In addition, the Company agreed that it will effect amendments to the outstanding Secured Promissory Notes, ~~which were issued on June 1, 2011, June 1, 2012 and August 21, 2012 and have an aggregate principal amount outstanding of $125,000 (the “Company Notes”), in order~~ to ~~eliminate~~Financial the security interest granted by the Company thereunder and to extend the repayment of such notes until the earlier to occur of (i) the closing of the Merger, provided iScience raises at least $12 million in equity financing at such time, (ii) the closing of the Company’s next equity financing completed after the Merger, provided that the aggregate gross proceeds from such financing, together with the proceeds from any financing completed by iScience after the execution of the Merger Agreement are at least $14 million, or (iii) the fourth anniversary of the closing date of the Merger. The Company has also agreed to terminate its Engagement Agreement and its Registration Rights Agreement, each dated February 10, 2010, with Cherry Tree & Associates, LLC (“Cherry Tree”), or certain individuals and entities who have relationships with Cherry Tree.Statements

~~The~~At ~~Merger~~issuance ~~Agreement contains customary representations~~ and ~~warranties~~each bybalance ~~Znomics~~sheet ~~and~~date, ~~iScience with respect to their businesses and~~ the ~~transactions~~Company ~~contemplated~~estimates by the ~~Merger~~fair ~~Agreement. Closing~~value of ~~the~~these ~~Merger~~warrants isusing ~~conditioned on, among other things, accuracy of such representations and warranties, approval thereof by~~ the ~~requisite~~Black-Scholes ~~number~~option ofpricing ~~iScience stockholders and holders of no more than two percent of the iScience voting stock exercising their appraisal rights under Delaware law~~model. InChanges ~~addition, the closing of the Merger is conditioned on iScience having received at least $8.0 million~~ in ~~gross~~fair ~~proceeds,~~value ~~and~~are atrecorded ~~least~~as ~~$6.7~~a ~~million~~non-cash invaluation ~~net~~adjustment ~~proceeds,~~ in ~~connection~~the ~~with~~Company's anstatements ~~equity financing, and on a recapitalization by iScience~~ of ~~all its outstanding capital stock and conversion of certain convertible securities into shares of iScience common stock~~operations. The ~~Merger~~Black-Scholes ~~Agreement~~valuation ~~may~~model beinputs ~~terminated~~ for ~~certain~~six ~~reasons,~~months ~~including~~ended byJune ~~either party if the closing thereof does not occur prior to November 15~~30, ~~2012. The~~2013 ~~Merger~~are ~~Agreement also contains other customary terms and provisions~~ as ~~are common in similar agreements.~~follows:

Risk free interest rates			0.95%
Expected dividend yield			0.0%
Expected stock volatility			195.0%
Expected term of warrants in years	5.8	-	6.1

Expected volatility is based upon the observed historical trades of the Company’s common stock. The expected term of the warrants is based on the remaining terms of the warrants. The risk-free rate of return is based on the U.S. Treasury security rates for maturities consistent with the expected term of the warrants.

Potential future increases in the estimated fair value of these warrants will result in losses being recognized in our statements of operations in future periods. Conversely, potential future declines in the estimated fair value of these warrants will result in gains being recognized in our statement of operations in future periods. Neither of these potential gains or losses will have any impact on our cash balance, liquidity or cash flows from operations.

The following table sets forth the changes in the Company's derivative warrant liability for the periods indicated:

Date	Description	Number of Warrants		Warrant Liability, in thousands

December 31, 2011	Balance of warrant liability at December 31, 2011		-	$	-

	Fair value of warrants reclassified to warrant liability during 2012		1,686,510		101

	Change in fair value of warrant liability for the year ended December 31, 2012		-		(68	)

December 31, 2012	Balance of warrant liability at December 31, 2012		1,686,510		33

	Change in fair value of warrant liability for the six months ended June 30, 2013		-		(17	)

June 30, 2013	Balance of warrant liability at June 30, 2013		1,686,510	$	16

NOTE 5. Fair Value Measurements

Fair value is defined 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. Entities are required to use a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1

Inputs use quoted prices in active markets for identical assets or liabilities.

Level 2

Inputs use other inputs that are observable, either directly or indirectly, other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3

Inputs are unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

ZNOMICS, INC.

Notes to Financial Statements

Level 3 Valuation Techniques

The warrant liability is classified as level 3 within the fair value hierarchy as its fair value is measured using the Black-Scholes option pricing model with several unobservable and estimated inputs, supported by little or no market activity. The Black-Scholes valuation model inputs for the six months ended June 30, 2013 are as follows:

Risk free interest rates			0.95%
Expected dividend yield			0.0%
Expected stock volatility			195.0%
Expected term of warrants in years	5.8	-	6.1

Significant increases (decreases) in any of those inputs in isolation could result in a significantly different fair value measurement. Generally a change in the assumption used for expected term is accompanied by a directionally similar change in the assumptions used for expected volatility and risk-free interest rate.

The valuation methods described above may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation method is appropriate and consistent with similar instruments, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Liabilities measured at fair value on a recurring basis at June 30, 2013 are as follows, in thousands:

	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at June 30, 2013

Warrant liability	$	-	$	-	$	16	$	16

Liabilities measured at fair value on a recurring basis at December 31, 2012 are as follows, in thousands:

	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2012

Warrant liability	$	-	$	-	$	33	$	33

There were no warrants transfers between fair value levels during the six ended June 30, 2013.

The following table details the activity of our warrant liability measured at fair value, whose fair values are determined by Level 3 inputs, in thousands:

Balance, December 31, 2011	$	-
Fair value of warrants reclassified to liability		101
Gain on change in fair value of warrant liability recorded in other income (expense)		(68	)
Balance, December 31, 2012		33
Gain on change in fair value of warrant liability recorded in other income (expense)		(17	)
Balance, June 30, 2013	$	16

The gain recorded in other income, for level 3 liabilities still held at June 30, 2013 and December 31, 2012 was $68,000 and $17,000, respectively.

NOTE 6. SUBSEQUENT EVENTS

On July 1, 2013, subsequent to quarter end, the stockholders who have made the advances under the Discretionary Notes, contributed $50,000 in exchange for 2,625,996 shares of Znomics common stock.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will continue," "will likely result," and similar expressions. Our forward-looking statements in this report generally relate to: (i) our intent to locate and negotiate with an operating company that would merge into the Company; (ii) our expectations with respect to the costs of completing a merger; (iii) our current intent not to compensate management; (iv) our expectations with respect to results of operations in the ~~2012~~2013 fiscal year; (v) our intentions with respect to our internal controls; and (vi) our beliefs with respect to our cash requirements, expenses, and the adequacy of cash. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements, including but not limited to our ability to identify operating companies that show an interest in merging with a public shell, unexpected delays in negotiating an agreement with a merger candidate, unexpected cash requirements, and other factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2011~~2012. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Critical Accounting Policies and Estimates

In our Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, ~~2011~~2012, we identified critical accounting policies and estimates for our business that we are incorporating herein by reference.

Plan of Operation

Management’s current intention for the Company is to: (i) consider industries in which we may have an interest; (ii) seek and investigate potential businesses within the industries we select; and (iii) commence such operations through the acquisition of a "going concern" engaged in any industry selected.

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing as a public company and the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture.

On February 10, 2010, the Company executed Discretionary Advance Secured Promissory Notes ~~with certain shareholders~~ (“the “Discretionary Notes”), in favor of various stockholders of the Company who may make advances to the Company from time to time. The amounts due under the Discretionary Notes accrue interest at an annual rate of 5% and are due on the earlier to occur of a business combination between the Company and an operating business and three years from each loan advance, or upon the Company’s insolvency or a material breach of the Stock Purchase Agreement. The Discretionary Notes are secured by all of the Company’s assets. ~~Advances~~ ~~totaling~~We ~~$50,000~~believe ~~were~~that ~~received~~the ~~under~~terms of the Discretionary Notes onare ~~June~~no 1,less ~~2011,~~favorable anto ~~additional~~us ~~$25,000~~than ~~was~~would ~~received~~be onavailable ~~June~~from 1,a ~~2012~~commercial ~~and~~lender in an ~~additional~~arm’s ~~$50,000~~length ~~was~~transaction. ~~received~~Because onof ~~August~~the 21uncertainty associated with seeking a business opportunity, ~~2012. The~~it ~~total~~is impossible to predict the amount of any such loans. Advances totaling $~~125~~175,000 ~~remains~~are outstanding atas ~~September~~of June 30, ~~2012~~2013. As ofIn ~~September 30~~addition, ~~2012~~on ~~and~~July ~~December 31~~1, ~~2011~~2013, ~~total~~the ~~accrued~~stockholders ~~interest~~who ~~due~~have ~~was~~made the above noted advances contributed $450,~~100~~000 ~~and~~in $1exchange for 2,~~500~~625,996 ~~respectively~~shares of Znomics common stock.

OnWhen ~~September~~and ~~10,~~if ~~2012, the Company entered into~~ an ~~Agreement~~acquisition ~~and~~will ~~Plan~~be ofmade ~~Merger~~is ~~(the~~presently ~~“Merger~~unknown ~~Agreement”) with iScience Interventional Corporation (“iScience”), a privately held company incorporated in Delaware,~~ and IZwill ~~Merger~~depend ~~Corp.,~~upon avarious ~~newly created Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”)~~factors, ~~pursuant~~including tobut ~~which~~not ~~Merger~~limited ~~Sub, subject~~ to ~~certain~~funding ~~conditions contained in the Merger Agreement, will merge with~~ and ~~into~~its ~~iScience~~availability and ~~iScience~~if ~~will become a wholly-owned subsidiary of the Company (the “Merger”). Upon completion of the Merger, each outstanding share of iScience common stock,~~ and ~~each~~when ~~security~~any ~~convertible~~potential ~~into~~acquisition ~~iScience~~may ~~common~~become ~~stock,~~available ~~will automatically convert into the right~~ to ~~receive~~us aat ~~number~~terms ofacceptable ~~shares of the Company’s common stock, or, as applicable, securities convertible into the Company’s common stock, such that, after giving effect~~ to ~~the Merger, the holders of iScience capital stock immediately prior to the Merger will hold, in the aggregate, 97~~us.5% ofThe ~~the~~estimated ~~total~~costs ~~number~~associated ofwith ~~shares~~reviewing ofand ~~the~~verifying ~~Company’s~~information ~~common~~about ~~stock on~~ a ~~fully-diluted~~potential ~~basis. There~~business ~~are~~venture nowould ~~assurances that the transactions contemplated by the Merger Agreement will~~ be ~~consummated. At~~mainly ~~the~~for ~~time~~due ofdiligence ~~this~~and ~~Form 10-Q filing,~~ the ~~merger~~legal ~~transaction has not been closed~~process.

The consummation of any business combination transaction will depend upon various factors, including but not limited to funding and its availability and if and when any potential acquisition may become available to us at terms acceptable to us. The estimated costs associated with reviewing and verifying information about a potential business venture would be mainly for due diligence and the legal process.11

Results of Operations for the Three-Month Periods Ended ~~September~~June 30, ~~2012~~2013 and ~~2011~~2012

Revenue

The Company had no revenue during the three months ended ~~September~~June 30, ~~2012~~2013 and ~~September 30, 2011~~ 2012.

Operating Expenses

~~Selling,~~ General and Administrative Expenses. Our operating expenses consist of ~~selling,~~ general and administrative expenses. ~~Selling,~~General ~~general~~ and administrative expenses consist principally of ~~stock-based compensation expense and~~ professional fees for legal, consulting, and accounting services, primarily related to our public company status ~~and costs associated with potential merger candidates~~. ~~For~~ ~~the three month period ended September 30~~Selling, ~~2012, we incurred approximately $58,000 for legal and accounting costs associated with a potential merger. Total selling,~~ general and administrative expenses were $6837,000 and $1012,000 for the three months ended ~~September~~June 30, ~~2012~~2013 and ~~2011~~2012, respectively.

10Results of Operations for the Six-Month Periods Ended June 30, 2013 and 2012

~~Results~~Operating ~~of Operations for the Nine-Month Periods Ended September 30, 2012 and 2011~~Expenses

Revenue

The Company had no revenue during the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013 and ~~September 30, 2011~~2012.

Operating Expenses

~~Selling,~~ General and Administrative Expenses. Our operating expenses consist of ~~selling,~~ general and administrative expenses. ~~Selling,~~General ~~general~~ and administrative expenses consist principally of ~~stock-based compensation expense and~~ professional fees for legal, consulting, and accounting services, primarily related to our public company status and ~~costs~~our ~~associated~~due ~~with~~diligence ~~potential merger candidates~~efforts. ~~For~~ ~~the~~General ~~nine-month period ended September 30, 2012, we incurred approximately $58,000 for legal~~ and ~~accounting costs associated with a potential merger and $10,000 to keep the public company filing status current. Total selling, general and~~ administrative expenses were $9444,000 and $3726,000 for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013 and ~~2011~~2012, respectively.

Financing Activities

We have incurred substantial losses since our inception. As of ~~September~~June 30, ~~2012~~2013, our accumulated deficit was approximately $6.7 million. Financial results for the ~~third~~second quarter of ~~2012~~2013 reflect a loss from operations of $6837,000. We expect to continue to incur net losses as we incur expenses related to seeking a business opportunity and our ongoing costs of being a public reporting company. Because we have no revenues, we plan to use our current cash reserves, which came from the cash received onfrom ~~August~~advances ~~21, 2012~~ under the Discretionary Notes, as well as potential future advances under the Discretionary Notes and sales of common stock to fund our ongoing operating costs.

Our ability to continue as a going concern is dependent on our success in ~~completing~~at ~~the iScience merger transaction or~~ finding ~~another~~an acquisition candidate in a timely manner. We believe our cash position at ~~September~~June 30, ~~2012~~2013 and equity contributions made subsequent to quarter end and advances expected under the Discretionary Notes, will allow us to fund operations for at least the next 12 months, and through the date a target company merges into the Company.

However, the current financing environment in the United States is challenging and we can provide no assurances that we could raise capital either to continue our operations or to finance an acquisition. The sale of our securities or the expectation that we will sell additional securities may have an adverse effect on the trading price of our common stock. Further, notwithstanding the Discretionary Notes, we cannot be certain that additional financing will be available when and as needed. If financing is available, it may be on terms that adversely affect the interests of our existing stockholders. These factors could significantly limit our ability to continue as a going concern and cause us to investigate other strategic options, including bankruptcy.

Liquidity and Capital Resources

As of June 30, 2013, the Company had total current assets equal to $22,000, comprised of cash and prepaid expenses. This compares with total current assets of $30,000, as of December 31, 2012, comprised of cash and prepaid expenses. As of June 30, 2013, the Company had total current liabilities equal to $111,000, comprised of accounts payable, accrued liabilities and current maturities of secured promissory notes. This compares to $46,000 in total current liabilities, as of December 31, 2012, comprised of accounts payable and accrued liabilities. The Company can provide no assurance that it can continue to satisify its cash requirements for at least the next twelve months.

Cash Flows from Operating Activities

We used $8435,000 of cash in operating activities for the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013; ana ~~increase~~decrease of $428,000 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2011~~2012. This ~~increase~~decrease in cash used is primarily ~~attributable~~a toresult ~~our~~of ~~payments~~an ~~for~~increase ~~legal~~in ~~fees~~accrued ~~associated~~liabilities ~~with~~offset by a ~~potential~~gain ~~merger~~on ~~with~~fair ~~iScience. All~~value ~~costs~~adjustment ~~associated~~of ~~with~~warrant ~~this~~liability ~~possible~~and ~~transaction~~changes ~~have~~in ~~been~~prepaid ~~expensed~~expenses asand ~~insured~~accounts payable.

Cash Flows from Investing Activities

We had no investing activities during the ~~nine~~six months ended ~~September~~June 30, ~~2012~~2013 and ~~or 2011~~2012.

Cash Flows from Financing Activities

We received $7525,000 of advances under the Discretionary Advance Secured Promissory Notes during the ~~nine~~sixth month ~~period~~periods ended ~~September~~June 30, ~~2012. This~~2013 ~~compares~~and ~~to $50,000 of cash received from advances under the Discretionary Advance Secured Promissory Notes during the nine months ended September 30, 2011~~2012.

Liquidity

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing as a public company and/or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business ventures, which may be advanced under the Discretionary Notes. The amounts due under the Discretionary Notes accrue interest at an annual rate of 5% and are due on the earlier to occur of a business combination between the Company and an operating business and three years from each loan advance, or upon the Company’s insolvency or a material breach of the Stock Purchase Agreement. The Discretionary Notes are secured by all of the Company’s assets. We believe the $~~125~~25,000 of cash received asin ofMay, ~~September~~2013 30and the $50,000 ~~2012~~received from the sale of common stock on July 1, 2013 and any potential future loans ~~that~~or weequity ~~may~~contributions ~~receive~~ will be sufficient to meet our limited needs during the next twelve months. However, the stockholders are not obligated to make additional advances under the Discretionary Notes. If we require cash in addition to the amount currently on hand, there is no guarantee we will be able to obtain an adequate amount pursuant to the Discretionary Notes, and there is no guarantee we will be able to obtain alternative financing on favorable terms, if at all.

Off Balance Sheet Arrangements

As of ~~September~~June 30, ~~2012~~2013, we did not have any off balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Part I Item 3.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness, as of ~~September~~June 30, ~~2012~~2013, of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The purpose of this evaluation was to determine whether as of the evaluation date our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in our filings with the Securities and Exchange Commission, or SEC, under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In performing the assessment for the quarter ended ~~September~~June 30, ~~2012~~2013, our management concluded that our disclosure controls and procedures were not effective to accomplish the foregoing, due to the material weakness in internal control over financial reporting that was first identified in 2009 and was most recently described in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. Specifically, a lack of segregation of duties in the financial reporting process.

Changes in Internal Controls

During the fiscal quarter ended ~~September~~June 30, ~~2012~~2013, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

ITEM 1A: RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this Part II Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

See “Exhibit Index” on page 1514 of this Form 10-Q.

1314

SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Znomics, Inc.

Date: ~~November~~August 914, ~~2012~~2013

By: /s/ David G. Latzke

David G. Latzke

Title: Chief Financial Officer

1415

Exhibit Index

Znomics, Inc.

Form 10-Q

Three ~~and Nine~~ Months Ended ~~September~~June 30, ~~2012~~2013

Exhibit Number		Description of Exhibit
2.1		Agreement and Plan of Merger dated September 10, 2012, among Znomics, Inc., iScience Interventional Corporation and IZ Merger Corp. (incorporated by reference to the Company's Form 8-K filed with the Securities and Exchange Commission on September 10, 2012)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

Filing Compare · Znomics, Inc.