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UNITED STATES
SECURITIES AND EXCHANGE 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: June 30, 2011

or

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

For the transition period from _____ to _____

Commission File Number: 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 ]

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[    ]

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

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

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

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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 30,205,086 shares of common stock outstanding as of August 8, 2012.

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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.	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

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the unaudited interim financial statements for the six months ended June 30, 2011 include all adjustments that are necessary in order to make the interim financial statements not misleading.

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

1

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ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

June 30, 2011

(Stated in US Dollars)

(Unaudited)

 

2

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ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM BALANCE SHEETS

June 30, 2011 and December 31, 2010

(Stated in US Dollars)

(unaudited)

ASSETS		June 30,			December 31,
		2011			2010
Current
Cash	$	60,813		$	6,615
Patent and other intangible assets		47,337			49,737
Investment in Molecular Vision - Note 3		1			1
	$	108,151		$	56,353
LIABILITIES
Current
Accounts payable and accrued liabilities - Note 8	$	1,349,823		$	1,124,731
Convertible promissory notes payable - Note 6		760,493			690,913
Loans payable - Note 7		48,253			60,758
		2,158,569			1,876,402
Convertible promissory note payable - Notes 4 and 6		1,480,577			1,394,969
		3,639,146			3,271,371
CAPITAL DEFICIT
Capital stock - Note 9
Authorized: 100,000,000 common shares, par value $0.001 per share
Issued and outstanding: 28,858,481 common shares (December 31, 2010 - 27,783,481)		28,858			27,783
Additional paid-in capital		27,406,655			27,285,264
Share subscription - Note 10		50,000			-
Deficit accumulated during the development stage		(31,016,508	)		(30,528,065	)
		(3,530,995	)		(3,215,018	)
	$	108,151		$	56,353

See accompanying notes to the unaudited interm financial statements

F-1

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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

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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

See accompanying notes to the unaudited interm financial statements

F-3

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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)

																	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

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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)

																	Deficit
					Common Stock												Accumulated
											Additional			Share			During the
											Paid-in			Subscriptions			Development
					Shares			Par Value			Capital			(Receivable)			Stage			Total
Balance, December 31, 2004 - brought forward					15,565,550			15,565			10,314,734			426,329			(1,920,267	)		8,836,361
Capital stock issued for cash		at $2.30			72,500			73			166,677			-			-			166,750
		at $2.40			108,168			108			259,495			-			-			259,603
		at $3.50			551,443			551			1,929,499			-			-			1,930,050
		at $4.00			915,125			915			3,659,585			(386,329	)		-			3,274,171
Capital stock issued for commission		at $4.00			81,337			82			325,266			-			-			325,348
Less: commission					-			-			(350,248	)		-			-			(350,248	)
Capital stock issued pursuant to the exercise of warrants		at $1.00			420,000			420			419,580			-			-			420,000
Stock-based compensation					-			-			364,000			-			-			364,000
Capital stock issued for consulting services		at $4.68			100,000			100			467,900			-			-			468,000
Net loss from continuing operations					-			-			-			-			(14,152,210	)		(14,152,210	)
Net loss from discontinued operations					-			-			-			-			(1,935	)		(1,935	)
Capital contribution from subsidiary on disposition					-			-			(6,000	)		-			-			(6,000	)
Balance, December 31, 2005					17,814,123			17,814			17,550,488			40,000			(16,074,412	)		1,533,890
Cancellation of shares					(4,000,000	)		(4,000	)		4,000			-			-			-
Stock-based compensation					-			-			529,673			-			-			529,673
Capital stock issued for cash		at $0.75			317,334			317			237,683			-			-			238,000
Less: share issue costs					-			-			(6,300	)		-			-			(6,300	)
Net loss for the year					-			-			-			-			(2,480,288	)		(2,480,288	)
Balance, December 31, 2006					14,131,457			14,131			18,315,544			40,000			(18,554,700	)		(185,025	)
Capital stock issued for cash:		at $0.50			220,000			220			109,780			(40,000	)		-			70,000
		at $0.80			250,000			250			199,750			-			-			200,000
		at $1.10			2,230,924			2,231			2,451,785			(3,300	)		-			2,450,716
Capital stock issued for commission					126,090			126			(126	)		-			-			-
Less: commission - cash					-			-			(64,021	)		-			-			(64,021	)
Stock as bonus		at $0.86			750,000			750			644,250			-			-			645,000
Stock issued to settle accounts payable		at $1.00			158,000			158			157,842			-			-			158,000
Stock-based compensation					-			-			533,252			-			-			533,252
Net loss for the year					-			-			-			-			(5,056,117	)		(5,056,117	)
Balance, December 31, 2007					17,866,471 $			17,866 $			22,348,056 $			(3,300	) $		(23,610,817	)	$	(1,248,195	)

F-4

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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)

																	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	)

F-5

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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)

																	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	)

See accompanying notes to the unaudited interm financial statements

F-6

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ACRONGENOMICS, INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited)

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 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

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

F-9

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ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 4

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

of

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:

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

F-10

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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

			June 30,			December 31,
			2011			2010
	$394,136 convertible promissory note
	- principal	$	394,136		$	394,136
	- foreign exchange adjustment		118,325			106,316
			512,461			500,452
	$150,000 convertible promissory note
	- principal		150,000			150,000
	- loan origination fee		16,245			16,245
	- foreign exchange adjustment		28,787			24,216
			195,032			190,461
	$2,000,000 promissory note
	- principal		2,000,000			2,000,000
	- debt discount		(605,031	)		(605,031	)
	- accretion		85,608			-
			1,480,577			1,394,969
	$53,000 convertible promissory note
	- principal		53,000			-
			2,241,070			2,085,882
	Less: current portion		(760,493	)		(690,913	)
		$	1,480,577		$	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 six months ended June 30, 2011, the Company recorded a foreign exchange loss of $12,009 (2010: $5,034) on the note resulting in a balance payable as at June 30, 2011 of $512,461 (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.

F-11

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ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(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 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

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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 June 30, 2011 includes $589,160 (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.

F-13

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ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 8

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 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).

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.

F-14

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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

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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

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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:

*

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 six month period ended June 30, 2011 and the year ended December 31, 2010 is presented below:

			June 30, 2011						December 31, 2010
						Weighted						Weighted
						Average						Average
			Number of			Exercise			Number of			Exercise
			Options			Price			Options			Price
	Outstanding, beginning of period		2,600,000			$0.73			2,100,000			$0.76
	Granted		-						500,000			$0.50
	Outstanding, end of period		2,600,000			$0.73			2,600,000			$0.73
	Exercisable, end of period		2,600,000			$0.73			2,350,000			$0.82

F-17

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ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 12

Note 10

Commitments – (cont’d)

Stock-Based Compensation Plan – (cont’d)

At June 30, 2011 the following stock options were outstanding:

	(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.
	(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.
	(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.
	(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.
	(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.
	(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).
	(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.

F-18

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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:

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:

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.

Note 11

Non-cash Transaction

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

During the six months ended June 30, 2011, the Company issued 75,000 units having a fair value of $12,625 in respect of payment of services.

F-19

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ACRONGENOMICS, INC.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2011 and 2010

(Stated in US Dollars)

(unaudited) - Page 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.

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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.

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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 our operating activities have resulted in a loss of $488,443 for the six (6) months ended June 30, 2011 compared to a loss of $304,409 for the six (6) months ended June 30, 2010. This negative cash flow is attributable to our operating expenses, including but not limited to, general and administration, consulting fees, audit fees and legal fees in the amount of $296,191, $77,323 of interest on notes payable and $19,773 on foreign loss. We estimate our expenses in the next 12 months will 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:

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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 June 30, 2011, we had approximately $60,813 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 $100,000 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.

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Liquidity and Capital Resources

Working Capital (Deficit)

Our working capital (deficit) at June 30, 2011 and December 31, 2010 is summarized as follows:

The increase in our working capital deficit of $227,969 was primarily due to an increase of our accounts payables of $225,092, an increase in the US$ carrying value of our convertible promissory notes payable of $69,580, a decrease in our loans payable of $12,505 and an increase in our cash of $54,198.

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 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 with regular updates on our status of our reporting requirements.

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

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Cash Flows

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

Cash Used In Operating Activities

During the six months ended June 30, 2011 we used net cash in operating activities in the amount of $127,442 as a result of our net loss totaling of $488,443 offset by the change in accounts payable and accrued liabilities of $225,092, and non-cash items included in shares and warrants issued for consulting and management fees of $12,625, 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 six months ended June 30, 2011, cash provided by financing activities in the amount of $181,640 were primarily from cash acquired from the issuance of convertible notes and the receipt of share subscription in the amount of $103,000, issuance of common shares in the amount of $94,000 (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 generate any cash from financing activities during the six months ended June 30, 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.

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Expenses

Our expenses for the three (3) months and the six (6) months ended June 30, 2011 and 2010 were as follows:

		Three months			Three months			Six months			Six months
		Ended			Ended			Ended			Ended
		June 30, 2011			June 30, 2010			June 30, 2011			June 30, 2010
Accounting and audit fees		128,327			67,409			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

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

Accounting and Audit fees

Our accounting and audit fees increased by $60,918 for the three month period ended June 30, 2011 compared to the period ended June 30, 2010 due to the additional work required on the acquisition of the subsidiary Vardisto Investment Ltd. by the Company.

Office, Travel and Bank Charges

Our combined office, travel and bank charges increased during the three month period ended June 30, 2011 by $846 compared to the three month period ended June 30, 2010, due to the additional volume of work and transactions during the quarter ended June 30, 2011.

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Legal Fees

Our legal fees increased in the three month period ended June 30, 2011 by $12,072 compared to the period ended June 30, 2010. This was the result of the numerous agreements and legal work required on the acquisition of our subsidiary Vardisto Investments Ltd.

Interest, 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 30, 2011 by $15,455 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. due to our acquisition of the 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 decreased for the three month period ended June 30, 2011 by $1,408 compared to the period ended June 30, 2010. This was due to less volume being processed through our transfer 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.

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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 133,181 in the six month period ended June 30, 2011 compared to the period ended June 30, 2010. This was due to having to an increase in our convertible notes outstanding.

Transfer Agent and Filings

Our transfer agent and filings expense increased for the six month period ended June 30, 2011 by $2,608 compared to the period ended June 30, 2010. This was due to the number of forms that required to be filed with our transfer agent regarding the convertible note with Asher 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.

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Going Concern

We have historically incurred losses and have incurred a loss of $488,443 for the six months ended June 30, 2011 and a loss of $304,409 for the six months ended June 30, 2010. Because of these historical losses, we will require additional working capital to develop our business operations. We intend to raise additional working capital through 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 June 30, 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 June 30, 2011, our disclosure controls and procedures were not effective. The ineffectiveness of our disclosure controls and procedures were due to material weaknesses described below.

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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 June 30, 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 June 30, 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”.

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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 $31,016,508 as at June 30, 2011 (2010 - $27,874,804) and incurred a net loss during the six month period ended June 30, 2011 of $488,443 (2010 - $304,409). 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.

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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.

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 June 30, 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.

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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 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.

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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 May 2012, we received $110,026 pursuant to the sale of 1,100,260 shares at $0.10 per share from five (5) 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 these 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 March 25, 2011, we signed a convertible promissory note with Jacques Nauer in the amount $50,000. The note is convertible into shares of our company at $0.08 per share.

Item 6. Exhibits.

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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)
(31)	Section 302 Certifications
31.1*	Section 302 Certification of Platon Tzouvalis

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* Filed herewith.

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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: August 8, 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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