UNITED STATES SECURITIES AND EXCHANGE
COMMISSION




Washington, D.C.
20549




FORM 10-Q




þ            QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For
the quarterly period ended June 30, 2010




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 000-50482




ACRO Inc.


(Exact
name of registrant as specified in its charter)





Nevada
                      
                      98-0377767(State or Other Jurisdiction of
                      
                      (IRS EmployerIncorporation or Organization)
                      
                      Identification No.)18 Halivne street, Timrat IsraelIsrael
                      
                      23840(Address of Principal Executive Offices)
                      
                      (Zip Code)





+972-4-636-0297


(Registrant’sTelephoneNumber,IncludingAreaCode)





N/A


(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 þ No o


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  ̈     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:





Large
      accelerated filer o
            Accelerated
      filer oNon-accelerated
      filer o
            Smaller
      reporting company þ


Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act):


Yes o No þ


Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:




As ofAugust13,2010,68,824,268sharesof the registrant’s common stock were
outstanding.







Table of
Contents


ACRO
INC.


(“The
Company”)


INDEX





PART
      I. FINANCIAL INFORMATIONItem 1.
      Financial Statements
                
                3Item 2.
      Management’s Discussion and Analysis of Financial Condition and Results of
      Operations
                
                11Item 3.
      Quantitative and Qualitative Disclosures about Market Risk
                
                16Item 4T.
      Controls and Procedures
                
                17PART
      II. OTHER INFORMATIONItem 1.
      Legal Proceedings
                
                18Item 1A.
      Risk Factors
                
                18Item 2.
      Unregistered Sales of Equity Securities and Use of
Proceeds
                
                18Item 3.
      Defaults Upon Senior Securities
                
                18Item 4.
      [Removed and Reserved]
                
                18Item 5.
      Other Information
                
                18Item 6.
      Exhibits
                
                18Signatures
                
                18Exhibit
      Index
                
                19Certification
      of CEO Pursuant to Section 302Certification
      of CFO Pursuant to Section 302Certification
      Pursuant to U.S.C. Section 1350





2


ACRO Inc.
(A Development Stage Company)


Consolidated
Financial Statements




PART I- FINANCIAL
INFORMATION




Item 1. Financial
Statements


Consolidated
Balance Sheets





June 30
                                                        
                                                        
                                                        December 312010
                                                        
                                                        
                                                        2009$
                                                        
                                                        
                                                        $AssetsCurrent
      assets:Cash
      and cash equivalents
                                                        
                                                        
                                                        5,658
                                                        
                                                        
                                                        
                                                        25,812Trade
      receivables
                                                        
                                                        
                                                        19,628
                                                        
                                                        
                                                        
                                                        3,359Prepaid
      expenses and other current assets
                                                        
                                                        
                                                        20,834
                                                        
                                                        
                                                        
                                                        9,332Total
      current assets
                                                        
                                                        
                                                        46,120
                                                        
                                                        
                                                        
                                                        38,503Other
      non-current assets
                                                        
                                                        
                                                        3,339
                                                        
                                                        
                                                        
                                                        2,762Property
      and equipment, net (Note 3)
                                                        
                                                        
                                                        22,151
                                                        
                                                        
                                                        
                                                        28,555Intangible
      assets, net (Note 4)
                                                        
                                                        
                                                        68,507
                                                        
                                                        
                                                        
                                                        74,507Total
      assets
                                                        
                                                        
                                                        140,117
                                                        
                                                        
                                                        
                                                        144,327Liabilities
      and stockholders' deficitCurrent
      liabilities:Shot
      term bank credit
                                                        
                                                        
                                                        -
                                                        
                                                        
                                                        
                                                        795Accounts
      payable and accrued liabilities
                                                        
                                                        
                                                        329,117
                                                        
                                                        
                                                        
                                                        285,693Total
      current liabilities
                                                        
                                                        
                                                        329,117
                                                        
                                                        
                                                        
                                                        286,488Convertible
      Promissory Note (Note 7)
                                                        
                                                        
                                                        190,774
                                                        
                                                        
                                                        
                                                        123,274Total
      liabilities
                                                        
                                                        
                                                        519,891
                                                        
                                                        
                                                        
                                                        409,762Commitments
      (Notes 5 and 8)Stockholders'
      deficiency:Common
      stock; $0.001 par value; 700,000,000 shares authorized;68,824,268  and
      67,824,268  shares issued and outstanding as ofJune
      30, 2010 and December 31, 2009, respectively
                                                        
                                                        
                                                        68,823
                                                        
                                                        
                                                        
                                                        67,823Additional
      paid-in capital
                                                        
                                                        
                                                        3,652,342
                                                        
                                                        
                                                        
                                                        3,616,670Deficit
      accumulated during the development stage
                                                        
                                                        
                                                        (4,100,939
                                                        )
                                                        
                                                        
                                                        (3,949,928
                                                        )Total
      stockholders' deficiency
                                                        
                                                        
                                                        (379,774
                                                        )
                                                        
                                                        
                                                        (265,435
                                                        )Total
      liabilities and stockholders' deficiency
                                                        
                                                        
                                                        140,117
                                                        
                                                        
                                                        
                                                        144,327




The
accompanying notes are an integral part of the consolidated financial
statements


3




ACRO Inc.
(A Development Stage Company)


Consolidated
Financial Statements




Consolidated
Statements of Operations





Cumulativefrom
                Inception(May 22,
                2002)Three months ended June 30
              
              
              Six months ended June 30
              
              
              to June 302010
              
              
              2009
              
              
              2010
              
              
              2009
              
              
              2010$
              
              
              $
              
              
              $
              
              
              $
              
              
              $Revenues
              
              
              39,003
              
              
              
              7,373
              
              
              
              59,377
              
              
              
              13,985
              
              
              
              204,653Costs
      and expenses :Research
      and development
              
              
              43,021
              
              
              
              14,121
              
              
              
              60,132
              
              
              
              32,696
              
              
              
              586,962Sales
      and marketing
              
              
              -
              
              
              
              4,598
              
              
              
              4,202
              
              
              
              16,543
              
              
              
              328,552General
      and administrative*
              
              
              76,670
              
              
              
              76,723
              
              
              
              150,551
              
              
              
              175,700
              
              
              
              3,391,472Total
      operating expenses
              
              
              119,691
              
              
              
              95,442
              
              
              
              214,885
              
              
              
              224,939
              
              
              
              4,306,986Operating
      loss
              
              
              (80,688
              )
              
              
              (88,069
              )
              
              
              (155,508
              )
              
              
              (210,954
              )
              
              
              (4,102,333
              )Interest
      and other income (expenses), net
              
              
              9,925
              
              
              
              (956
              )
              
              
              4,497
              
              
              
              (2,556
              )
              
              
              45,310Loss
      before income tax
              
              
              (70,763
              )
              
              
              (89,025
              )
              
              
              (151,011
              )
              
              
              (213,510
              )
              
              
              (4,057,023
              )Income
      tax
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              43,916Net
      loss
              
              
              (70,763
              )
              
              
              (89,025
              )
              
              
              (151,011
              )
              
              
              (213,510
              )
              
              
              (4,100,939
              )Basic
      and diluted net loss per common share
              
              
              (0.00
              )
              
              
              (0.00
              )
              
              
              (0.00
              )
              
              
              (0.00
              )Weighted
      average shares used in computing basic and diluted net loss per common
      share
              
              
              68,823,725
              
              
              
              67,823,725
              
              
              
              67,988,560
              
              
              
              67,823,725
              
              
              
              51,850,726




*
            Includes
      $5,836, $8,218; $11,672, $16,464 and $1,094,919 in stock-based
      compensation to employees and non-employees for the three and
      six months periods ended June 30, 2010, and 2009 and for the
      cumulative period from May 22, 2002 (date of inception) to June 30, 2010
      respectively.




The
accompanying notes are an integral part of the consolidated financial
statements





4


ACRO Inc.
(A Development Stage Company)
 Consolidated
Financial Statements


Consolidated
Statements of Cash Flows





Cumulativefrom inception(May 22, 2002)Six months endedJune 30
                                      
                                      
                                      to June 302010
                                      
                                      
                                      2009
                                      
                                      
                                      2010$
                                      
                                      
                                      $
                                      
                                      
                                      $Cash
      flows from operating activities:Net
      loss
                                      
                                      
                                      (151,011
                                      )
                                      
                                      
                                      (213,510
                                      )
                                      
                                      
                                      (4,100,939
                                      )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Services
      contributed by officers
                                      
                                      
                                      
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      3,500Depreciation
      and amortization
                                      
                                      
                                      13,626
                                      
                                      
                                      
                                      28,995
                                      
                                      
                                      
                                      176,333Stock-based
      compensation
                                      
                                      
                                      11,672
                                      
                                      
                                      
                                      16,464
                                      
                                      
                                      
                                      1,094,919Changes
      in operating assets and liabilities:Decrease
      (Increase) in Trade receivables
                                      
                                      
                                      (16,269
                                      )
                                      
                                      
                                      3,806
                                      
                                      
                                      
                                      (19,628
                                      )Increase
      in Prepaid expenses and other current assets
                                      
                                      
                                      (11,502
                                      )
                                      
                                      
                                      (8,888
                                      )
                                      
                                      
                                      (20,834
                                      )Increase
      in Accounts payable and accrued liabilities
                                      
                                      
                                      43,424
                                      
                                      
                                      
                                      51,476
                                      
                                      
                                      
                                      329,117Net
      cash used in operating activities
                                      
                                      
                                      (110,060
                                      )
                                      
                                      
                                      (121,657
                                      )
                                      
                                      
                                      (2,537,532
                                      )Cash
      flows from investing activities:Decrease
      (increase) in long term deposit
                                      
                                      
                                      (577
                                      )
                                      
                                      
                                      (7
                                      )
                                      
                                      
                                      (3,339
                                      )Purchase
      of property and equipment
                                      
                                      
                                      (1,222
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (146,991
                                      )Purchase
      of intangible assets
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (120,000
                                      )Net
      cash used in investing activities
                                      
                                      
                                      (1,799
                                      )
                                      
                                      
                                      (7
                                      )
                                      
                                      
                                      (270,330
                                      )Cash
      flows from financing activities:Decrease
      in short term bank credit
                                      
                                      
                                      (795
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Increase
      in Convertible promissory note
                                      
                                      
                                      67,500
                                      
                                      
                                      
                                      93,274
                                      
                                      
                                      
                                      190,774Proceeds
      from issuance of common stock
                                      
                                      
                                      25,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      2,861,286Offering
      costs
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (238,540
                                      )Net
      cash provided by financing activities
                                      
                                      
                                      91,705
                                      
                                      
                                      
                                      93,274
                                      
                                      
                                      
                                      2,813,520Net  (decrease)
      increase in cash and cash equivalents
                                      
                                      
                                      (20,154
                                      )
                                      
                                      
                                      (28,390
                                      )
                                      
                                      
                                      5,658Cash
      and cash equivalents at beginning of period
                                      
                                      
                                      25,812
                                      
                                      
                                      
                                      36,943
                                      
                                      
                                      
                                      -Cash
      and cash equivalents at end of period
                                      
                                      
                                      5,658
                                      
                                      
                                      
                                      8,553
                                      
                                      
                                      
                                      5,658Non-cash
      activitiesSupplemental
      disclosures of cash flow information:Cash
      paid for taxes
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -




The
accompanying notes are an integral part of the consolidated financial
statements


5


ACRO Inc.
(A Development Stage Company)


Consolidated
Financial Statements


Notes
to the Consolidated Financial Statements as of March 31, 2010


Note
1 - Business





A.        General





ACRO Inc.
(A Development Stage Company) (the “Company”) was incorporated on May 22, 2002,
under the laws of the State of Nevada, as Medina International Corp. On May 4,
2006, the Company changed its name to ACRO Inc. The Company was originally an
oil and gas consulting company in Canada and in the United States. However,
during 2006, following a change of control and a private placement financing,
the Company ceased to engage in the oil and gas consulting business and engaged
in development of products for the detection of military and commercial
explosives for the homeland security market.





Since its
inception, the Company has no significant revenues and in accordance with ASC
915 codified from Statement of Financial Accounting Standard (“SFAS”) No. 7
“Accounting and Reporting by Development Stage Enterprises”, the Company is
considered a development stage company.





B.        Going
concern





The
accompanying financial statements have been prepared on a basis which assumes
that the Company will continue as a going concern and which contemplates the
realization of assets and the satisfaction of liabilities and commitments in the
normal course of business.  The Company has a limited operating
history, and has incurred losses of 4,100,939 from operations since its
inception.  These circumstances raise substantial doubt about the
Company’s ability to continue as a going concern.  Management’s plans
with regard to these matters include continued development, marketing and
licensing of its products as well as seeking additional financing
arrangements.  Although, management continues to pursue these plans,
there is no assurance that the Company will be successful in obtaining
sufficient revenues from its products or financing on terms acceptable to the
Company.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.





In the
event that we do not generate revenues or raise sufficient additional funds by a
public offering or a private placement, we will consider alternative financing
options, if any, or be forced to scale down or perhaps even cease our
operations.





Note
2 - Summary of Significant Accounting Policies





A.       Basis
of Presentation





The
accompanying consolidated financial statements are prepared in accordance with
U.S. generally accepted accounting principles (“U.S. GAAP”).





B.        Use
of Estimates in the Preparation of Financial Statements





The
preparation of the consolidated financial statements in conformity with US GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the financial statement date and the reported expenses during the
reporting periods. Actual results could differ from those
estimates.


6


ACRO Inc.
(A Development Stage Company)


Consolidated
Financial Statements


Notes
to the Consolidated Financial Statements as of March 31, 2010


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





C.
            Principles
      of Consolidation





The
consolidated financial statements include the accounts of the Company and its
wholly-owned Israeli subsidiary, Acrosec Ltd. All material intercompany
transactions and balances have been eliminated in consolidation.





D.
              Accounting
      Standards Codification




Effective
July 1, 2009, the FASB Accounting Standards Codification ("FASB ASC" or
"the Codification") is the single source of authoritative accounting principles
recognized by the FASB to be applied by non-governmental entities in the
preparation of financial statements in conformity with GAAP. The adoption
of the FASB ASC does not impact the Company’s consolidated financial statements,
however, the Company’s references to accounting literature within its notes to
the condensed consolidated financial statements have been revised to conform to
the Codification.





E.
            Initial Adoption of New
      Standards





Management
does not believe that any recently issued, but not yet effective, accounting
standards if currently adopted would have a material effect on the accompanying
financial statements.




Note
3 - Property and Equipment





Property
and equipment consist of the following:





Estimateduseful life
                      
                      
                      June 30
                      
                      
                      December 31(years)
                      
                      
                      2010
                      
                      
                      2009$
                      
                      
                      $Computer
      equipment
                      
                      
                      3
                      
                      
                      
                      14,709
                      
                      
                      
                      13,487Production
      equipment
                      
                      
                      3
                      
                      
                      
                      122,341
                      
                      
                      
                      122,341Furniture
                      
                      
                      7-15
                      
                      
                      
                      7,924
                      
                      
                      
                      7,924Leasehold
      improvements
                      
                      
                      (*)
                      
                      
                      
                      2,017
                      
                      
                      
                      2,017146,991
                      
                      
                      
                      145,769Less
      - Accumulated depreciation and amortization
                      
                      
                      
                      
                      
                      
                      124,840
                      
                      
                      
                      117,21422,151
                      
                      
                      
                      28,555





(*) over
the lease term





Depreciation
expense for each of the three month and the six month periods ended June 30,
2010 and 2009, and for the cumulative period from May 22, 2002 (date of
inception), to June 30, 2010 were $3,773, $11,550, $7,626, $22,994 and $124,841,
respectively.


7


ACRO Inc.
(A Development Stage Company)
 Consolidated
Financial Statements
 Notes
to the Consolidated Financial Statements as of March 31, 2010


Note
4 - Intangible Assets





In March
2006, the Company purchased a patent from Prof. Ehud Keinan (“Keinan”), a
stockholder who holds 30.91% of the Company’s shares of common stock, for
$120,000. The patent is being amortized over the life of the asset which is
estimated at 10 years. Amortization expense for each of the three months and six
months periods ended June 30, 2010 and 2009 and for the cumulative period from
May 22, 2002 (date of inception) to June 30, 2010 were $3,000, $3,000, $6,000,
$6,000 and $51,493, respectively. The expected annual amortization expenses for
each of the next five years are $12,000.





Note
5 - Stock-Based Compensation





During
2006, the Company engaged three consultants to serve as members of its advisory
board. The consultants are entitled to receive shares of common stock each
quarter that they serve on the Company’s advisory board. One of the consultants
resigned during 2007. During the six month period ended June 30, 2010, 2009 and
for the cumulative period from May 22, 2002 (date of inception) to June 30,
2010, the consultants earned 0 shares, 66,664 shares and 1,264,407 shares
respectively. 113,844 shares out of the total shares that were earned have not
yet been issued. During the three and six months period ended June 30, 2010,
2009 and for the cumulative period from May 22, 2002 (date of inception) to June
30, 2010, compensation expense recorded in respect of the shares earned by the
consultant amounted to $0, $0, $0, $0 and $1,006,207 respectively.





Compensation
expense was calculated by multiplying the amount of shares earned by their fair
market value on the last day of the service period completed by the
consultants.


Under the
agreements with the consultants they are not entitled to earn any more shares of
common stock for future services to be performed.





In August
2006, the Company entered into an agreement with a director for his services as
a member of the Company’s Board of Directors. As compensation, the director
received a signing bonus of $5,000, and a quarterly fee of $1,500 until October
2007, and $3,000 per quarter thereafter. Starting from July 2008, the director
agreed that the Company may defer the payment of 100% of his quarterly fee until
further notice. In addition, following the adoption of a Stock Option Plan, on
April 28, 2008, the Company’s board of directors approved the grant of an option
to the director to purchase 215,232 shares of common stock of the Company at an
exercise price per share that is equal to the par value of the Company’s common
stock. All options became vested as of June 30, 2010.





On April
28, 2008, the Company’s board of directors approved the grant of options to
purchase 1,800,000 shares of common stock of the Company to the trustee in trust
for the Company’s executives, at an exercise price of $0.075 per share.
1,200,000 of the options became vested as of June 30, 2010, 450,000 of the
options expired and cancelled and 150,000 of the options shall vest at the end
of the subsequent quarter, following June 30, 2010. An additional option to
purchase 215,232 shares of common stock of the Company was granted to a director
at an exercise price per share that is equal to the par value of the Company’s
common stock (as described above).





On April
28, 2008, the Company’s board of directors further approved the issuance of
147,665 shares of common stock to two of the Company’s directors at a price per
share that is equal to the par value of the Company’s common stock and other
valuable consideration.





On July
8, 2008, the Company’s board of directors approved the grant of options to
purchase 400,000 shares of common stock of the Company to the trustee in trust
for two of the Company’s executives, at an exercise price of $0.06 per share.
All options became vested as of June 30, 2010.


8


ACRO Inc.
(A Development Stage Company)
 Consolidated
Financial Statements
 Notes
to the Consolidated Financial Statements as of March 31, 2010


Note
6 - Related Party Transactions





In
February 2006, the Company entered into a consulting services agreement (the
“Consulting Agreement”) with BioTech Knowledge LLC, a limited liability company
wholly-owned by Prof. Keinan (see Note 5), whereby Prof. Keinan has agreed to
provide consulting services for duration of three years at a monthly fee of
$3,000. The agreement was terminated on February 1, 2009. Starting from July
2008, Prof. Keinan agreed that the Company may defer the payment of 100% of his
monthly fee until further notice. The total amount of the deferred payment as of
June 30, 2010, is $19,500 and is included at accounts payable. During the three
and six months period ended June 30, 2010 and 2009, the Company incurred $0, $0
and $3,000 respectively, for the consulting services provided by Prof. Keinan.
In addition to the Consulting Agreement, the Company purchased a patent from
Prof. Keinan in March 2006 (see Note 4).




During
year 2009 and until June 30, 2010, the Company received from BioTech Knowledge
LLC an interest free loan in the aggregate amount of $155,774 in the form of a
convertible promissory note , convertible into up to 19,471,750 shares of the
Company's common stock, at a price of $0.008 per share, within 12 months from
March 24, 2010, with each share of common stock such converted awarding a
warrant to purchase one share of the Company’s common stock at the price per
share of $0.016 exercisable within three years.




During
the three and six months period ended June 30, 2010 and 2009, the Company
incurred an expense of $31,680, $63,360, $31,680, $63,360 respectively, for
consulting services provided by the Company’s CEO and chairman of the board
of directors.





Starting
from October 2008, the Company’s CEO and chairman of the board of directors
agreed that the Company may defer the payment of 100% of his monthly fee until
further notice





The total
amount of the deferred payment as of June 30, 2010, is $216,480 and is included
at accounts payable.





On April
28, 2008, the Company’s board of directors approved the issuance of 147,665
shares of common stock to two of the Company’s directors. The Company’s board of
directors further approved that future payments to Biotech Knowledge LLC, to
M.G.-Net Ltd., a company wholly owned by the Company’s CEO and chairman of the
board and his wife and to Mr. Dan Elnathan, one of our directors, shall be paid
based on a minimum exchange rate of$1=4 New Israeli Shekels.





Note
7 – Convertible Promissory Note


During
2009 and until June 30, 2010, the Company received from BioTech Knowledge LLC an
interest free loan in the aggregate amount of $155,774 (of which $22,500 was
received in the current quarter) in the form of a convertible promissory note,
convertible into up to 19,471,750 shares of our common stock, at a price of
$0.008 per share, within 12 months from March 24, 2010, with each share of
common stock such converted awarding a warrant to purchase one share of the
Company’s common stock at the price per share of $0.016 exercisable within three
years.





On April
1, 2010, the Company received a loan from Lindon Group Inc., Rhode Island
Corporation (which is a related party of one of the company's major customers)
in the amount of $35,000, bearing a yearly interest of 6%, in the form of a
promissory note.


9


ACRO Inc.
(A Development Stage Company)
 Consolidated
Financial Statements
 Notes
to the Consolidated Financial Statements as of March 31, 2010


Note
8 – Commitments





On
October 28, 2007, the Company’s technology agreement with LSRI – Life Science
Research Israel Ltd., a subsidiary of IIBR – Israel Institute for Biological
Research, became effective. Under the terms of the agreement, LSRI will license
the technology of IIBR’s explosives testing kit (ETK) to the Company, for
incorporation into the Company’s pen-like device, allowing the detection of
commercial and military explosives. The agreement is subject to minimum annual
revenues to be achieved by the Company and royalties to be paid to LSRI. The new
device complements the ACRO-P.E.T., the Company’s peroxide explosive tester for
the detection of improvised explosives.





Note
9 - Stock Transactions





On March
15, 2010, the Company closed a private placement of 500,000 units, at a price of
$0.05 per unit, for aggregate proceeds of $25,000.  Each unit is
comprised of two shares of the Company’s common stock and one warrant to
purchase one share of the Company’s common stock at the price per share of
$0.025, exercisable within twelve months from closing date (i.e. March 15,
2011). In connection with this private placement, the Company issued the finder
a warrant to purchase 40,000 shares of the Company’s common stock at a price per
share of $0.025, exercisable within twelve months of the closing
date.





* * * * *
* * *


10




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


You
should read the following discussion in conjunction with our consolidated
financial statements and related notes thereto. In addition to historical
information, this discussion contains forward-looking statements that involve
risks, uncertainties and assumptions that could cause actual results to differ
materially from management’s expectations. Our actual results could differ
materially and adversely from those anticipated in such forward-looking
statements as a result of certain factors




This
quarterly report contains forward-looking statements as that term is defined in
the Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934.  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 that 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.




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.




Our
financial statements are stated in United States Dollars (US$) and are prepared
in accordance with United States Generally Accepted Accounting
Principles.  In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars.  All references
to “common stock” refer to our shares of common stock.




As used
in this quarterly report, the terms “we”, “us”, “our”, and “ACRO” means ACRO
Inc., unless otherwise indicated.




General




We
develop and market products for the detection of military and commercial
explosives for the homeland security market. We were incorporated under the laws
of the State of Nevada on May 22, 2002, under the name of Medina International
Corp. On May 4, 2006, we changed our name to ACRO Inc. We effected this change
of name by merging our company with a wholly-owned subsidiary of our company
that we had formed specifically for this purpose. We have a wholly-owned
subsidiary, Acrosec Ltd. (Acrosec), incorporated under the laws of the State of
Israel. Effective January 1, 2009, we entered into an Intellectual Property
Assignment and Services Termination Agreement with Acrosec, pursuant to which,
among others, we effected a transfer of all of our intellectual property,
including patents and technology, to Acrosec,in consideration for an
amount representing the value of the intellectual property as will be determined
by an independent third-party appraiser selected by us and Acrosec.
Concurrently, the services agreement between us and Acrosec, dated March 7,
2007, pursuant to which Acrosec provided us certain research, development,
manufacturing and management services, was terminated. The Intellectual Property
Assignment and Services Termination Agreement effectively render ACRO as a
holding company.




Initially,
our business had been to provide professional consulting services for the
technical and economic evaluation of petroleum and natural gas
resources.




However,
since we were not successful in implementing our initial business plan for
consulting services, we decided to no longer offer consulting services to oil
and gas companies.  Accordingly, on March 15, 2006, we completed our
acquisition of a patent for $120,000 pursuant to a patent purchase agreement
with Prof. Ehud Keinan, which we refer here as the Patent Purchase Agreement.
The patent, U.S. Patent No. 6,767,717, describes a method of detection of
peroxide-based explosives. Through a consulting services agreement that we
signed at the same time, Prof. Keinan, the inventor of the method described in
the patent, has agreed to provide consulting services to us in order to develop
the patent into a commercially viable product.  We are a development
stage company with little history of research and development of explosives
detection equipment.


11




On
January 19, 2006, we closed a private placement consisting of 20,200,012 shares
of common stock for total gross proceeds of $43,286 in the form of a promissory
note payable upon demand, in which two of our current directors, Gadi Aner and
Prof. Ehud Keinan, who were not directors at that time, and Zeev Bronfeld,
beneficial owner of more than 5% of our common stock, participated. Pursuant to
the private placement, we issued, among others: (i) 2,300,004 shares of common
stock to Mr. Aner for a total consideration of $4,929; (ii) 2,800,000 shares to
M.G-Net Ltd., a private company, wholly-owned by Mr. Aner and his wife, for a
total consideration of $6,000; (iii) 5,999,994 shares of common stock to Mr.
Bronfeld for a total consideration of $12,857.13; and (iv) 6,400,002 shares of
common stock to BioTech Knowledge LLC, a private company wholly-owned by Prof.
Keinan, for a total consideration of $13,714. In addition, pursuant to a share
purchase agreement dated January 10, 2006, two of our former directors, Nick
DeMare and Brad Colby, sold their entire interests in us, 14,000,000 shares of
common stock, to BioTech Knowledge LLC.




On March
15, 2006, we consummated a second private placement, pursuant to which, we
issued to certain investors 2,376,000 shares of common stock, together with
warrants to purchase 2,376,000 shares of common stock at an exercise price of $
0.75 per share, exercisable until March 15, 2008, in consideration of an
aggregate gross proceeds of $1,188,000, less transaction cost of $
99,031.




On
February 27, 2007, the Company consummated a private placement of 2,000,000
units, at a price of $0.75 per unit, for aggregate proceeds of $1,500,000, each
unit comprising one share of the Company’s common stock and one warrant to
purchase one share of the Company’s common stock at an exercise price per share
of $1.25 exercisable within five years (“Unit”). In connection with the private
placement, the Company paid a finder’s fee of $120,000 in cash and issued a
warrant to purchase 160,000 Units to the finder.




On
February 22, 2009, we received from BioTech Knowledge LLC an interest-free loan
in the aggregate amount of $93,274 in the form of a convertible promissory note,
convertible into up to 11,659,250 shares of our common stock, at a price of
$0.008 per share, within 12 months from February 22, 2009, with each share of
common stock such converted awarding a warrant to purchase one share of our
common stock at the price per share of $0.016 exercisable within three years. As
of March 15, 2010, and pursuant to the conversion in full of the note, BioTech
Knowledge LLC is our largest stockholder, holding approximately 30.91% of our
common stock.




On March 15, 2010, we closed a private placement of 500,000 units,
at a price of $0.05 per unit, for aggregate proceeds of $25,000.  Each
unit is comprised of two shares of our common stock and one warrant to purchase
one share of our common stock at the price per share of $0.025, exercisable
within twelve months from March 15, 2010. In connection with this private
placement, we issued the finder a warrant to purchase 40,000 shares of our
common stock at a price per share of $0.025, exercisable within twelve months of
the closing date.




During
2009 and until June 30, 2010, we received from BioTech Knowledge LLC additional
interest-free loan in the aggregate amount of $62,500 in the form of a
convertible promissory note, convertible into up to 7,812,500 shares of our
common stock, at a price of $0.008 per share, within 12 months from March 24,
2010, with each share of common stock such converted awarding a warrant to
purchase one share of our common stock at the price per share of $0.016
exercisable within three years.




On April 1, 2010, we received a loan
from Lindon Group Inc., Rhode Island Corporation in the amount of US$35,000,
bearing a yearly interest of 6%, in the form of a promissory
note.




As of
June 30, 2010, we had not realized any significant revenues from operations and
experienced losses of $4,100,939.




Employees


As of
August 15, 2010, we do not have any employees. Our subsidiary, Acrosec,
hired the services of Gadi Aner, who serves as our Chairman and our Chief
Executive Officer, Gabby Klausner, who serves as our Chief Financial Officer.
Commencing on September 2009, Ms. Klausner provides her services as a freelance
consultant.


12




Cash
Requirements




Our cash
requirement through June 30, 2011, is approximately $300,000 which we need for
implementation of our plan of operation and developing and commercializing our
potential explosive detection device.  We estimate our operating
expenses and working capital requirements beginning June 30, 2010, and through
June 30, 2011, to be as follows:





Estimated
      Expenses through June 30, 2011Product
      Research and Development
                
                $
                50,000Sales
      and Marketing
                
                $
                50,000General
      and Administrative
                
                $
                200,000Capital
      Expenditures
                
                $
                -Tax
      Expenses
                
                $
                -Total
                
                $
                300,000




At June 30, 2010, we had a
deficit in working capital of $282,997, out of which $240,480 are payable to
directors, which agreed to defer their fees until further notice.We are
now operating under minimal activity note, until we successfully raise
additional funds or receive a significant order to our products, according to
thislow
volume of activity, we anticipate that we will require additional funds of up to
approximately $583,000 to keep activating our business for the next twelve-month
period. In such event that we do not generate sufficient revenues or raise
sufficient additional funds by a public offering or a private placement, we will
consider alternative financing options, if any, or be forced to cease our
operations.




Our
Products




Our first
product is called the Peroxide Explosives Tester (ACRO-P.E.T.). ACRO-P.E.T. is a
small, disposable, pen-like probe which detects the presence of peroxide-based
explosives using three chemical solutions and relies on direct contact with the
suspicious substance. ACRO-P.E.T. has been designed for rapid, on-site detection
of peroxide-based explosives. Its main advantages are high sensitivity, high
selectivity, fast response, simple operation, high mobility, small size and cost
effectiveness. In November 2006, we completed the first production of the
ACRO-P.E.T. for evaluation by potential customers. In 2007, we developed a new
version of ACRO-P.E.T. which enables easier verification of peroxide-based
explosives, such as triacetone triperoxide (TATP). In addition, in the new
version we improved the sampling device to enable easy and immediate sampling of
suspicious liquids, in addition to all other forms of explosives, such as
powder. The new version has been available for sale since mid 2007.




In
addition, we developed the ACRO-N.E.T. (Nitride Explosives Tester), which
detects the presence of commercial and military explosives. ACRO-N.E.T.
incorporates into our pen-like device the explosive testing kit of the Israel
Institute for Biological Research (IIBR), licensed to us under an agreement
dated October 28, 2007, with a subsidiary of IIBR called Life Science Research
Israel Ltd. (LSRI). ACRO-N.E.T. is based on the LSRI explosive detecting kit,
called ETK. The ETK is capable of identifying the full range of well known types
of military and commercially available explosives, and also of homemade
explosives based on nitrate and chlorate salts. This new device, ACRO-N.E.T.,
complements ACRO-P.E.T. by providing the possibility to detect explosives other
than TATP. Its operation system and advantages are the same as the ACRO-P.E.T.;
however, it uses different solutions and detects different explosives. We also
signed several agreements with LSRI pursuant to which we may distribute the ETK
and ETK 5, exclusively, in several countries. The ETK’s kits complete our
products.




The
ACRO-SET is a sensitive, rapid and reliable kit for field detection and
identification of trace explosives. Weighing about one-quarter of a pound, this
kit contains the ACRO-PET, which detects improvised explosives such as TATP, and
the ACRO-NET, which detects the entire range of the nitro explosives including
all conventional explosives, the improvised ammonium nitrate, ANFO, and urea
nitrate. Conveniently packed in a belt pouch, the Acro-SET is, in effect, a
portable, inexpensive micro-laboratory for identification of all explosives by
any law enforcement personnel.




Since the
fourth quarter of 2007, we delivered samples of ACRO-SET to several distributors
and potential clients in many countries including the USA, UK, China, Canada,
Spain, Singapore, Japan, South Africa, Australia, Serbia, Italy, Germany,
Luxemburg, South Korea, India, New Zealand and Russia. During 2009 and 2010 we
had sales in the aggregate amount of $132,735.


13




To date,
evidence of the efficiency of ACRO-P.E.T. is derived from laboratory research
and limited product sales. We had performed independent research at the
Technion, Israel Institute of Technology, laboratory, which indicated that the
ACRO-P.E.T. quickly and accurately detects TATP explosives. ACRO-N.E.T. is based
on the LSRI explosive detecting kit, called ETK Nevertheless, we cannot assure
that ACRO-P.E.T. and ACRO-N.E.T. will gain commercial acceptance in the
marketplace. During 2008, we developed a new product called “TATP Simulant”. The
TATP Simulant is a hands-on tool of practicing detection and identification of
peroxide based explosives such as TATP and hexamethylene triperoxide diamine
(HMTD). We delivered samples of the TATP Simulant to several clients, but at
this early stage we cannot estimate the commercial value of this product, if
any.




During
2008, we developed a product called “TATP Simulant”. The TATP Simulant is a
hands-on tool of practicing detection and identification of peroxide based
explosives such as TATP and HMTD. We delivered samples of TATP Simulant to
several clients, but at this early stage we cannot estimate the commercial value
of this product, if any.




During 2009, we developed the
ACRO-CH.E.T. (Chlorates Explosives Tester) which detects chlorate based
explosives traces and the ACRO-U.E.T (Urea nitrate Explosives Tester) which
detects the presence urea nitrate traces. Both products have low false positive
and negative alarm rates. Our new product, ACRO U.E.T is based on a technology
of detection and diagnostic characterization of the improvised explosive urea
nitrate, and other explosives that contain the uronium cation developed by Prof.
Yossi Almog, licensed to us under an agreement dated November 25, 2009, with
Yissum Research Development Company of the Hebrew University.




During
the first quarter of 2010, we completed the development, Acro-ANET, a specific
tester and a trace-detector of ammonium nitrate. The white crystals of ammonium
nitrate are commonly used in agriculture as high-nitrogen fertilizer and are the
main component of ammonium nitrate fuel oil (ANFO), an increasingly popular
component of improvised explosive devices.




We also
entered into an agreement with one of our distributors in Europe, pursuant to
which we may sell its products, which are mainly kits for identification of
drugs, in Israel and several other countries.




Plan
of Operation




Our
primary objectives over the 12 month period ending on June 30, 2011, are to
manufacture and commercialize our products: ACRO - SET, that includes both the
ACRO-P.E.T (Peroxide Explosives Tester), and ACRO-N.E.T (Nitride Explosives
Tester), which are detection devices for explosive materials using the
intellectual property covered in U.S. Patent No. 6,767,717 and the license
agreement with LSRI. ACRO UET, ACRO CHET and ACRO ANET, We also continue our
efforts to sell the ETK kit and the MINI ETK. Another main business objective is
to expand our technology base by purchasing additional
technologies.




Furthermore,
we plan to continue to develop our headquarters as our main research and
development base in Israel, and to initiate international marketing and sales to
reach a market worldwide.




On
October 28, 2007, our technology agreement with LSRI, a subsidiary of IIBR –
Israel Institute for Biological Research, became effective. Under the terms of
the agreement, LSRI licensed the long-proven technology of IIBR’s explosives
testing kit to Acro, for incorporation into our pen-like device.  This
allows our pen-like device to detect commercial and military explosives. The
agreement is subject to minimum annual revenues to be achieved by us and
royalties to be paid to LSRI. The device complements the ACRO-P.E.T., which
detects peroxide-based explosives in improvised explosive devices.




Effective
January 1, 2009, we entered into an Intellectual Property Assignment and
Services Termination Agreement with our wholly owned subsidiary, Acrosec Ltd.,
pursuant to which, among others, we effected a transfer of all of our
intellectual property, including patents and technology, to Acrosec,in consideration for an
amount representing the value of the intellectual property as will be determined
by an independent third-party appraiser selected by us and Acrosec.




On
November 25, 2009, we entered into a technology agreement with Yissum Research
Development Company of the Hebrew University ("Yissum"). Under the terms of the
agreement, Yissum licensed us the technology of detecting Uronium salts traces.
This enabled us developing our new product, the ACRO U.E.T. which is based on a
technology of detection and diagnostic characterization of the improvised
explosive urea nitrate, and other explosives that contain the uronium cation
developed by Prof. Yossi Almog.


14




Financial
Condition, Liquidity and Capital Resources





During
the three months ended June 30, 2010, we incurred a loss of $70,763, compared to
a net loss of $89,025 for the comparative period in 2009.





During
the six months ended June 30, 2010, we incurred a loss of $151,011, compared to
a net loss of $213,510 for the comparative period in 2009.





During
the six months ended June 30, 2010, we incurred $214,885 of operating expenses,
comprised of $60,132 for research and development costs, $11,672 for stock-based
compensation expenses, $4,202 for sales and marketing costs, $138,879 for
general and administrative cost.





During
the six months ended June 30, 2009, we incurred $224,939 of operating expenses,
comprised of $32,696 for research and development costs, $16,464 for stock-based
compensation expenses, $16,543 for sales and marketing costs, $159,236 for
general and administrative cost.





As of
June 30, 2010, we had deficit in working capital of $282,997 out of which
$240,480 are payable to directors, which agreed to defer their fees until
further notice.





As of
June 30, 2010, we had total assets of $140,117, which consisted of cash and
equivalents of $5,658, fixed assets of $22,151, intangible assets of $68,507,
trade receivables, prepaid expenses and other current assets, of $40,462 and
non- current assets of 3,339.





From
January 1, 2010 to June 30, 2010, we had sales of $59,377.




Going
Concern




The
continuation of our business is dependent upon our raising additional financial
support or on our ability to create significant sales of our commercial
products. The issuance of additional equity securities by us could result in a
significant dilution in the equity interests of our current stockholders.
Obtaining commercial or other loans, assuming those loans would be available,
would increase our liabilities and future cash commitments.




We have
historically incurred losses, and from inception through June 30, 2010, we have
incurred losses of $4,100,939. Because of these historical losses, we will
require additional working capital to develop our business
operations.




There are no assurances that we will be
able to either (i) achieve a level of revenues adequate to generate sufficient
cash flow for operations; or (ii) obtain additional financing through either
private placement, public offerings and/or bank financing necessary to support
our working capital requirements. To the extent that funds generated from
operations and from the last private placement are insufficient to meet our
ongoing capital requirements, we will have to raise additional working capital
by means of private placements, public offerings and/or bank financing. 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 not increase our operations and, if we are unable to raise
additional funds, we may cease operations.




The viability of ACRO for a significant
period of time is dependent on our ability to generate cash flow from future
product sales or to obtain additional financing.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.




Recent Private
Placements




On March
15, 2010, we closed a private placement of 500,000 units, at a price of $0.05
per unit, for aggregate proceeds of $25,000.  Each unit is comprised
two shares of our common stock and one warrant to purchase one share of our
common stock at the price per share of $0.025, exercisable within twelve months
from closing date (i.e. March 15, 2011). In connection with this private
placement, we issued the finder a warrant to purchase 40,000 shares of our
common stock at a price per share of $0.025, exercisable within twelve months of
the closing date.As
of May 20, 2010, the 500,000 shares of our common stock were not yet
issued.




During
2009 and until June 30, 2010, we received from BioTech Knowledge LLC an
interest-free loan in the aggregate amount of $155,774 in the form of a
convertible promissory note, convertible into up to 19,471,750 shares of our
common stock, at a price of $0.008 per share, within 12 months from March 24,
2010, with each share of common stock such converted awarding a warrant to
purchase one share of our common stock at the price per share of $0.016
exercisable within three years.


15




On
February 27, 2007, we closed a private placement of 2,000,000 units, at a price
of $0.75 per unit, for aggregate proceeds of $1,500,000. Each unit comprised one
share of our common stock and one warrant to purchase one share of our common
stock at the price per share of $1.25 exercisable within five years. In
connection with the private placement, we paid a finder’s fee of $120,000 in
cash and issued a warrant to purchase 160,000 units to the finder.




Critical
Accounting Policies




Share Based
Compensation




The Company accounts for stock-based
awards to employees and nonemployees in accordance with ASC 718, which requires
all share-based payments to employees to be recognized based on their fair
values.  The Company recorded the stock based compensation granted to
a consultant on the date the consultant earned the awarded shares in the same
manner as if the Company paid cash to the consultant for his
services.




Initial adoption of New
Accounting Standards




ASU 2010-9 - Subsequent Events (Topic
855): Amendments to Certain Recognition and Disclosure
Requirements.




In
February 2010, the FASB issued ASU No. 2010-09, “Subsequent Events”,
that amended its guidance on subsequent events.  SEC filers are not
required to disclose the date through which an entity has evaluated subsequent
events. The amended guidance was effective upon issuance for all
entities




Item 3. Quantitative and
Qualitative Disclosures about Market Risk


Not applicable.


16




Item 4T. Controls and
Procedures




As of the
end of the period covered by this report, being June 30, 2010, we performed an
evaluation of the effectiveness of our disclosure controls and procedures that
are designed to ensure that the material financial and non-financial information
required to be disclosed in our annual report and filed with the Securities and
Exchange Commission is recorded, processed, summarized and reported timely
within the time period specified in the SEC’s rules and forms. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by an issuer in the
reports that it files or submits under the Securities Act, is accumulated and
communicated to the issuer’s management, including its principal executive and
principal financial officers, or persons performing similar functions, as
appropriate to allow timely decisions regarding required disclosure. Based on
our evaluation, our management, including our Chief Executive Officer and Chief
Financial Officer, have concluded that our disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d – 15(e) of the Securities Exchange Act of
1934, as amended) as of the end of the period covered by this report are
effective at such reasonable assurance level.




There can
be no assurance that our disclosure controls and procedures will detect or
uncover all failures of persons within our company to disclose material
information otherwise required to be set forth in our reports. Our disclosure
controls and procedures are designed to provide reasonable assurance of
achieving the desired control objectives.




There
were no changes in our internal controls over financial reporting identified
with the evaluation thereof that occurred during the quarter ended March 31,
2010, that have materially affected, or are reasonable likely to materially
affect our internal control over financial reporting.


17




Part II —
OTHER INFORMATION




Item 1. Legal Proceedings




There are no material legal proceedings to which we are a party, other
than ordinary routine litigation incidental toour
business.




Item 1A.
Risk Factors


Not
applicable.




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




On
March 15, 2010, we closed a private placement of 500,000 units, at a price of
$0.05 per unit, for aggregate proceeds of $25,000.  Each unit is
comprised two shares of our common stock and one warrant to purchase one share
of our common stock at the price per share of $0.025, exercisable within twelve
months from closing date (i.e. March 15, 2011). In connection with this private
placement, we issued the finder a warrant to purchase 40,000 shares of our
common stock at a price per share of $0.025, exercisable within twelve months of
the closing date.We issued the
securities to a non-U.S. person (as that term is defined in Regulation S of the
Securities Act of 1933, as amended) in an offshore transaction relying on
Regulation S and/or Section 4(2) of the Securities Act of 1933, as
amended.




Item 3.
Defaults Upon Senior Securities


None.




Item 4. [Removed and Reserved]




Item 5. Other
Information


None.




Item 6.
Exhibits


The
exhibits listed in the Exhibit Index immediately preceding the exhibits are
filed as part of this quarterly report on Form 10-Q and such Exhibit Index
is incorporated herein by reference.




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.





ACRO INC.(Registrant)By:s/GadiAner
              
              /s/Gabby KlausnerGadi Aner
              Gabby KlausnerPresident, Chief Executive Officer
              Treasurer and& Director
              Chief Financial OfficerDate: August 13, 2010
              Date: August 13, 2010


18


Exhibit Index




Number
            Description
            
            Method of Filing(3)
            Articles of Incorporation and By-laws3.1
            Articles
      of Incorporation, as amended.
            
            Incorporated
      by reference to Exhibit 3.1 to our registration statement on Form SB-2
      filed November 21, 20033.2
            Bylaws,
      dated February 25, 2005.
            
            Incorporated
      by reference to Exhibit 3.1 to our current report on Form 8-K filed March
      17, 2005 and March 21, 20053.3
            Certificate
      of Change Pursuant to NRS 78.209 filed with the State of Nevada effective
      as of January 25, 2006.
            
            Incorporated
      by reference to Exhibit 3.3 to our annual report on Form 10-KSB filed
      March 28, 20073.4
            Certificate
      of Change Pursuant to NRS 78.209 filed with the State of Nevada effective
      as of October 25, 2006.
            
            Incorporated
      by reference to Exhibit 3.4 to our annual report on Form 10-KSB filed
      March 28, 20073.5
            Certificate
      of Change Pursuant to NRS 78.209 filed with the State of Nevada effective
      as of October 30, 2006.
            
            Incorporated
      by reference to Exhibit 3.5 to our annual report on Form 10-KSB filed
      March 28, 2007(10)
            Material
      Contracts10.1
            Agreement
      and Plan of Merger for the Merger of ACRO Inc. with and into Medina
      International Corp., dated April 25, 2006.
            
            Incorporated
      by reference to Exhibit 10.2 to our current report on Form 8-K filed May
      4, 200610.2
            Patent
      Purchase Agreement between the Registrant and Prof. Ehud Keinan, dated
      February 1, 2006.
            
            Incorporated
      by reference to Exhibit 10.1 to our current report on Form 8-K filed
      February 3, 200610.3
            Consulting
      Agreement between the Registrant and BioTech Knowledge LLC, dated February
      1, 2006.
            
            Incorporated
      by reference to Exhibit 10.2 to our current report on Form 8-K filed
      February 3, 200610.4
            Letter
      of Agreement between the Registrant and BioTech Knowledge LLC, dated
      February 1, 2006.
            
            Incorporated
      by reference to Exhibit 10.3 to our current report on Form 8-K filed
      February 3, 200610.5
            Advisory
      Board Agreement between the Registrant and Prof. Richard E. Lerner, dated
      May 31, 2006.
            
            Incorporated
      by reference to Exhibit 99.2 to our current report on Form 8-K filed June
      5, 200610.6
            Advisory
      Board Agreement between the Registrant and Prof. K. Barry Sharpless, dated
      September 28, 2006.
            
            Incorporated
      by reference to Exhibit 10.8 to our annual report on Form 10-KSB filed
      March 28, 200710.7
            Consulting
      Agreement between Acrosec Ltd. and M.G NET Ltd., dated March 26,
      2007
            
            Incorporated
      by reference to Exhibit 10.10 to our annual report on Form 10-KSB filed
      March 28, 200710.8
            Cooperation
      and Licensing Agreement between the Registrant and Life Science Research
      Israel Ltd., dated October 28, 2007.
            
            Incorporated
      by reference to Exhibit 10.11 to our annual report on Form 10-KSB filed
      March 13, 200810.9
            Intellectual
      Property Assignment and Services Termination Agreement, dated March 30,
      2009.
            
            Incorporated
      by reference to Exhibit 10.12 to our annual report on Form 10-K filed
      March 30, 200910.10
            Convertible
      Promissory Note between the Registrant and BioTech Knowledge LLC, dated
      February 22, 2009.
            
            Incorporated
      by reference to Exhibit 10.1 to our current report on Form 8-K filed
      February 23, 200910.11
            Warrant
      between the Registrant and BioTech Knowledge LLC, dated February 22,
      2009.
            
            Incorporated
      by reference to Exhibit 10.14 to our annual report on Form 10-K filed
      March 30, 2009


19





10.12
              Convertible
      Promissory Note between the Registrant and BioTech Knowledge LLC, dated
      March 24, 2010.
              
              Incorporated
      by reference to Exhibit 10.12 to our annual report on Form 10-K filed
      March 29, 201010.13
              Warrant
      between the Registrant and BioTech Knowledge LLC, dated March 24,
      2010.
              
              Incorporated
      by reference to Exhibit 10.13 to our annual report on Form 10-K filed
      March 29, 201010.14
              The
      Registrant’s 2008 Israeli Share Option Plan
              
              Incorporated
      by reference to Exhibit 10.1 to our current report on Form 8-K filed May
      1, 200810.15
              Finders
      Agreement between the Registrant and Siden Investment Inc. dated March 13,
      2010.
              
              Incorporated
      by reference to Exhibit 10.15 to our annual report on Form 10-K filed
      March 29, 201010.16
              Promissory
      Note between the Registrant and Lindon Group, dated April 1,
      2010.
              
              Incorporated
      by reference to Exhibit 10.16 to our quarterly report on Form 10-Q filed
      May 20, 2010(31)
              Section 302
      Certification31.1
              Rule
      13a-14(a) Certification of Principal Executive Officer
              
              Filed
      herewith31.2
              Rule
      13a-14(a) Certification of Principal Financial Officer.
              
              Filed
      herewith(32)
              Section 906
      Certification32.1
              Certification
      of Principal Executive Officer and Principal Financial Officer Pursuant to
      18 U.S.C. Section 1350, as Pursuant to Section 906 of the Sarbanes-Oxley
      Act of 2002.
              
              Filed
      herewith




20