UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 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 Employer
 Incorporation or Organization)                         Identification No.)

18 HALIVNE STREET, TIMRAT ISRAEL                              23840
           ISRAEL                                             -----
           ------                                           (Zip Code)
(Address of Principal Executive Offices)

                                +972-4-636-0297
                                ---------------
              (Registrant's Telephone Number, Including Area Code)

                                      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 [X] No [_]

      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 (ss.
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 [_]     Accelerated filer         [_]
          Non-accelerated filer   [_]     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]

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

      As  of  May  13,  2010, 67,824,268 shares of the registrant's common stock
were outstanding.







                                       1
<PAGE>
                               TABLE OF CONTENTS
                               -----------------
                                   ACRO INC.
                                   ---------
                                ("THE COMPANY")
                                     INDEX
                                     -----

                                                                            Page
PART I. FINANCIAL INFORMATION

   Item 1. Financial Statements                                               3

   Item 2. Management's Discussion and Analysis of Financial Condition and
                Results of Operations                                         11

   Item 3. Quantitative and Qualitative Disclosures about Market Risk         16

   Item 4T. Controls and Procedures                                           17

PART II. OTHER INFORMATION

   Item 1. Legal Proceedings                                                  18

   Item 1A. Risk Factors                                                      18

   Item 2. Unregistered Sales of Equity Securities and Use of Proceeds        18

   Item 3. Defaults Upon Senior Securities                                    18

   Item 4. [Removed and Reserved]                                             18

   Item 5. Other Information                                                  18

   Item 6. Exhibits                                                           18

   Signatures                                                                 19

   Exhibit Index                                                              20

   Promissory note between the registrant and Lindon Group                    22

   Certification of CEO Pursuant to Section 302                               25

   Certification of CFO Pursuant to Section 302                               26

   Certification Pursuant to U.S.C. Section 1350                              27






























                                       2
<PAGE>
                                         ACRO Inc. (A Development Stage Company)
                                               Consolidated Financial Statements


                         PART I- FINANCIAL INFORMATION
<TABLE>
<S>                                                                                    <C>             <C>
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
------------------------------------------------------------------------------------------------------------------
                                                                                        MARCH        DECEMBER
                                                                                          31            31
                                                                                         2010          2009
                                                                                    ---------       ---------
                                                                                          $              $
                                                                                    ---------       ---------
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                                                              20,125          25,812
Trade receivables                                                                       2,793           3,359
Prepaid expenses and other current assets                                               8,184           9,332
                                                                                    ---------       ---------
TOTAL CURRENT ASSETS                                                                   31,102          38,503

Other non-current assets                                                                3,425           2,762
Property and equipment, net (Note 3)                                                   25,923          28,555
Intangible assets, net                                                                 71,507          74,507
                                                                                      -------         -------
TOTAL ASSETS                                                                          131,957         144,327
                                                                                      =======         =======

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
Shot term bank credit                                                                       -             795
Accounts payable and accrued liabilities                                              313,530         285,693
                                                                                      -------         -------
TOTAL CURRENT LIABILITIES                                                             313,530         286,488
                                                                                      -------         -------

Convertible Promissory Note (Note 7)                                                  133,274         123,274
                                                                                      -------         -------
TOTAL LIABILITIES                                                                     446,804         409,762
                                                                                      -------         -------

Commitments (Notes 5 and 8)

STOCKHOLDERS' DEFICIENCY:
Subscription for units (Note 9)                                                        25,000               -
Common stock; $0.001 par value; 700,000,000 shares authorized;
67,824,268  and 67,824,268  shares issued and outstanding as of
March 31, 2010 and December 31, 2009, respectively                                     67,823          67,823
Additional paid-in capital                                                          3,622,506       3,616,670
Deficit accumulated during the development stage                                   (4,030,176)     (3,949,928)
                                                                                   ----------      ----------
TOTAL STOCKHOLDERS' DEFICIENCY                                                       (314,847)       (265,435)
                                                                                   ----------      ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                        131,957         144,327
                                                                                   ==========      ==========
                                                                                   ==========      ==========





The accompanying notes are an integral part of the consolidated financial statements
</TABLE>









                                       3
<PAGE>
                                         ACRO Inc. (A Development Stage Company)
                                               Consolidated Financial Statements
<TABLE>
<S>                                                                <C>           <C>                 <C>
CONSOLIDATED STATEMENTS OF OPERATIONS
------------------------------------------------------------------------------------------------------------------

                                                                                                  CUMULATIVE
                                                                                                FROM INCEPTION

                                                                                                (MAY 22, 2002)
                                                                THREE MONTHS ENDED MARCH 31       TO MARCH 31
                                                                ---------------------------
                                                                   2010            2009              2010
                                                                 ---------       --------         ----------
                                                                     $              $                  $
                                                                 ---------       --------         ----------

REVENUES                                                            20,374          6,612            165,650

COSTS AND EXPENSES:

Research and development                                            17,110         18,576            543,941
Sales and marketing                                                  4,202         11,945            328,552
General and administrative*                                         73,881         98,977          3,314,804
                                                                   -------       --------         ----------

TOTAL OPERATING EXPENSES                                            95,193        129,498          4,187,297
                                                                   -------       --------         ----------

OPERATING LOSS                                                     (74,819)      (122,886)        (4,021,647)

                                                                   -------       --------         ----------
Interest and other income (expenses), net                           (5,429)        (1,601)            59,498
                                                                   -------       --------         ----------

LOSS BEFORE INCOME TAX                                             (80,248)      (124,487)        (3,962,149)
Income tax                                                               -              -             43,916
                                                                   -------       --------         ----------

NET LOSS                                                           (80,248)      (124,487)        (4,030,176)
                                                                   =======       ========         ==========

BASIC AND DILUTED NET LOSS PER COMMON SHARE                          (0.00)         (0.00)
                                                                   =======       ========         ==========

WEIGHTED AVERAGE SHARES USED IN COMPUTING BASIC AND DILUTED
        COMMON SHARE                                            67,823,725     67,823,725         48,907,139
                                                                ==========     ==========         ==========




* Includes   $5,836,  $8,218  and  $1,089,083  in  stock-based  compensation  to
  employees and non-employees for the three months periods ended March 31, 2010,
  and 2009 and for the cumulative period from May 22, 2002 (date of inception)
  to March 31, 2010 respectively.

The accompanying notes are an integral part of the consolidated financial statements
</TABLE>

















                                       4
<PAGE>
                                         ACRO Inc. (A Development Stage Company)
                                               Consolidated Financial Statements
<TABLE>
<S>                                                                <C>        <C>               <C>
CONSOLIDATED STATEMENTS OF CASH FLOWS
------------------------------------------------------------------------------------------------------------------

                                                                                                  CUMULATIVE
                                                                                                FROM INCEPTION

                                                                                                (MAY 22, 2002)
                                                                THREE MONTHS ENDED MARCH 31       TO MARCH 31
                                                                ---------------------------
                                                                   2010            2009              2010
                                                                 ---------       --------         ----------
                                                                     $              $                  $
                                                                 ---------       --------         ----------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                           (80,248)      (124,487)        (4,030,176)

ADJUSTMENTS TO RECONCILE NET LOSS TO NET CASH USED IN

OPERATING ACTIVITIES:
Services contributed by officers                                         -              -              3,500
Depreciation and amortization                                        6,854         14,445            169,561
Stock-based compensation                                             5,836          8,218          1,089,083

CHANGES IN OPERATING ASSETS AND LIABILITIES:
Decrease (Increase) in Trade receivables                               566          7,318             (2,793)
Decrease (Increase) in Prepaid expenses and other current assets     1,148          1,245             (8,184)
Increase (Decrease) in Accounts payable and accrued liabilities     27,837         20,326            313,530

                                                                   -------        -------         ----------
NET CASH USED IN OPERATING ACTIVITIES                              (38,007)       (72,935)        (2,465,479)
                                                                   -------        -------         ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Decrease (increase) in long term deposit                              (663)           304             (3,425)
Purchase of property and equipment                                  (1,222)             -           (146,991)
Purchase of intangible assets                                            -              -           (120,000)
                                                                   -------        -------         ----------
NET CASH USED IN INVESTING ACTIVITIES                               (1,885)           304           (270,416)
                                                                   -------        -------         ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in short term bank credit                                    (795)                                -
Increase in Convertible promissory note                             10,000         93,274            133,274
Proceeds from Subscription for units                                25,000              -             25,000
Proceeds from issuance of common stock                                   -              -          2,836,286
Offering costs                                                           -              -           (238,540)
                                                                    ------         ------          ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES                           34,205         93,274          2,756,020
                                                                    ------         ------          ---------
NET  (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS               (5,687)        20,643             20,125

Cash and cash equivalents at beginning of period                    25,812         36,943                  -
                                                                    ------         ------          ---------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                          20,125         57,586             20,125
                                                                    ======         ======          =========
NON-CASH ACTIVITIES

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for taxes                                                      -              -
                                                                    ======         ======          =========






The accompanying notes are an integral part of the consolidated financial statements
</TABLE>


                                      5
<PAGE>
                                         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 4,030,176 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
<PAGE>
                                         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

         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.


NOTE 3 - PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:
<TABLE>
<S>                                                                     <C>               <C>              <C>
                                                                       ESTIMATED
                                                                      USEFUL LIFE         MARCH 31        DECEMBER 31
                                                                        (YEARS)             2010             2009
                                                                      -----------        ---------        -----------
                                                                                             $                 $
                                                                                         ---------        -----------

         Computer equipment                                                     3           14,709             13,487
         Production equipment                                                   3          122,341            122,341
         Furniture                                                           7-15            7,924              7,924
         Leasehold improvements                                               (*)            2,017              2,017
                                                                                         ---------        -----------
                                                                                           146,991            145,769
         Less - Accumulated depreciation and amortization                                  121,068            117,214
                                                                                         ---------        -----------
                                                                                            25,923             28,555
                                                                                         =========        ===========
(*) over the lease term
</TABLE>












                                       7
<PAGE>
                                         ACRO Inc. (A Development Stage Company)
                                               Consolidated Financial Statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2010
--------------------------------------------------------------------------------


NOTE 3 - PROPERTY AND EQUIPMENT (CONT'D)

      Depreciation  expense  for the three month period ended March 31, 2010 and
      2009, and for the cumulative period from May 22, 2002 (date of inception),
      to March 31, 2010 were $3,854, $11,445, and $121,068, respectively.

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  periods  ended  March  31,  2010  and 2009 and for the
      cumulative  period from May 22, 2002 (date of inception) to March 31, 2010
      was   $3,000,  $3,000  and  $48,493,  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 three month period
      ended March 31, 2010, 2009 and for the cumulative period from May 22, 2002
      (date  of  inception)  to  March  31,  2010, the consultants earned 80,512
      shares,  133,328  shares and 1,264,407 shares respectively. 113,844 shares
      that  were  earned  during  the year ended December 31, 2009, have not yet
      been issued. During the three months period ended March 31, 2010, 2009 and
      for  the  cumulative period from May 22, 2002 (date of inception) to March
      31, 2010, compensation expense recorded in respect of the shares earned by
      the consultant amounted to $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 March 31, 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. 1,050,000 of the options became vested as of March 31,
      2010,  450,000  of  the  options  expired and cancelled and 150,000 of the
      options  shall vest at the end of each subsequent quarter, following March
      31,  2010,  for a period of 2 additional quarters. 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).










                                       8
<PAGE>
                                         ACRO Inc. (A Development Stage Company)
                                               Consolidated Financial Statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2010
--------------------------------------------------------------------------------


      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 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 March 31, 2010, is $19,500 0and
      is  included  at  accounts  payable.  During the three months period ended
      March  31, 2010 and 2009, the Company incurred $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  March  31, 2010, the Company received from
      BioTech  Knowledge  LLC  an  interest free loan in the aggregate amount of
      $133,274  in  the form of a convertible promissory note , convertible into
      up  to  16,659,250  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 months period ended March 31, 2010 and 2009, the Company
      incurred  an  expense of $31,680 and $34,771, 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 March 31, 2010, is $190,080
      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.
















                                       9
<PAGE>
                                         ACRO Inc. (A Development Stage Company)
                                               Consolidated Financial Statements

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2010
--------------------------------------------------------------------------------

NOTE 7 - CONVERTIBLE PROMISSORY NOTE

      During  2009  and  until March 31, 2010, the Company received from BioTech
      Knowledge  LLC  an  interest free loan in the aggregate amount of $133,274
      (of  which  $10,000  was received in the current quarter) in the form of a
      convertible  promissory  note, convertible into up to 16,659,250 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.

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.  As of March 31, 2010, the 500,000
      shares of our common stock were not yet issued.

NOTE 10 - SUBSEQUENT EVENT

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

                                * * * * * * * *



























                                       10
<PAGE>
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
<PAGE>
      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  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 March 31, 2010, we received from BioTech Knowledge
LLC additional interest-free loan in the aggregate amount of $40,000 in the form
of a convertible promissory note, convertible into up to 5,000,000 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, baring a yearly interest of 6%, in the
form of a promissory note.

      As  of  March  31, 2010, we had not realized any significant revenues from
operations and experienced losses of $4,030,176.

EMPLOYEES

      As of May 20, 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
<PAGE>
CASH REQUIREMENTS

      Our  cash  requirement  through  March 31, 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 March 31, 2010,
and through March 31, 2011, to be as follows:

Estimated Expenses through March 31, 2010

Product Research and Development               $           -
Sales and Marketing                            $      50,000
General and Administrative                     $     250,000
Capital Expenditures                           $           -
Tax Expenses                                   $           -
                                              ---------------
Total                                              $ 300,000
                                              ---------------

      At  March 31, 2010, we had a deficit in working capital of $(282,428), out
of  which  $216,925  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 this low volume of activity, we anticipate that we will
require  additional funds of up to approximately $590,000 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,



                                       13
<PAGE>
Italy,  Germany,  Luxemburg,  South Korea, India, New Zealand and Russia. During
2009, we had sales in the aggregate amount of $73,358.

      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 March 31, 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

                                       14
<PAGE>
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.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

      During  the  three  months  ended  March  31,  2010, we incurred a loss of
$80,248, compared to a net loss of $124,487 for the comparative period in 2009.

      During  the  three  months  ended  March  31, 2010, we incurred $95,193 of
operating  expenses,  comprised  of  $17,110 for research and development costs,
$5,836  for  stock-based  compensation  expenses, $4,202 for sales and marketing
costs, $68,045 for general and administrative cost.

      During  the  three  months  ended  March 31, 2009, we incurred $129,498 of
operating  expenses,  comprised  of  $18,576 for research and development costs,
$8,218  for  stock-based  compensation expenses, $11,945 for sales and marketing
costs, $90,759 for general and administrative cost.

      As  of March 31, 2010, we had deficit in working capital of $(282,428) out
of  which  $216,925  are  payable to directors, which agreed to defer their fees
until further notice.

      As  of March 31, 2010, we had total assets of $131,957, which consisted of
cash  and  equivalents of $20,125, fixed assets of $25,923, intangible assets of
$71,507  and  prepaid  expenses  and other current, non-current assets and trade
receivables of $14,402.

From January 1, 2010 to March 31, 2010, we had sales of $20,374.

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 March 31,
2010, we have incurred losses of $4,030,176. 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.



                                       15
<PAGE>
      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.

      During  2009  and until March 31, 2010, we received from BioTech Knowledge
LLC additional interest-free loan in the aggregate amount of $40,000 in the form
of a convertible promissory note, convertible into up to 5,000,000 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 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
<PAGE>
ITEM 4T. CONTROLS AND PROCEDURES

      As  of the end of the period covered by this report, being March 31, 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
<PAGE>
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 to our 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.  As of May 20, 2010, the 500,000  shares  of
common stock were not yet issued


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.


































                                       18
<PAGE>
                                   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/ Gadi Aner
                                       ------------------
                                       Gadi Aner
                                       President, Chief Executive Officer
                                       & Director
                                       Date: May 20, 2010

                                       /s/Gabby Klausner
                                       ------------------
                                       Gabby Klausner
                                       Treasurer and
                                       Chief Financial Officer
                                       Date: May 20, 2010





















































                                       19
<PAGE>
                                 EXHIBIT INDEX

<TABLE>
<S>         <C>                                                  <C>

NUMBER  DESCRIPTION                                  METHOD OF FILING
 (3)    ARTICLES OF INCORPORATION AND BY-LAWS
3.1     Articles of Incorporation, as amended.       Incorporated by reference to Exhibit 3.1 to
                                                     our registration statement on Form SB-2 filed
                                                     November 21, 2003

3.2     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, 2005

3.3     Certificate of Change Pursuant to NRS        Incorporated by reference to Exhibit 3.3 to
        78.209 filed with the State of Nevada        our annual report on Form 10-KSB filed March
        effective as of January 25, 2006.            28, 2007


3.4     Certificate of Change Pursuant to NRS        Incorporated by reference to Exhibit 3.4 to
        78.209 filed with the State of Nevada        our annual report on Form 10-KSB filed March
        effective as of October 25, 2006.            28, 2007

3.5     Certificate of Change Pursuant to NRS        Incorporated by reference to Exhibit 3.5 to
        78.209 filed with the State of Nevada        our annual report on Form 10-KSB filed March
        effective as of October 30, 2006.            28, 2007

 (10)   MATERIAL CONTRACTS
10.1    Agreement and Plan of Merger for the         Incorporated by reference to Exhibit 10.2 to
        Merger of ACRO Inc. with and into Medina     our current report on Form 8-K filed May 4,
        International Corp., dated April 25, 2006.   2006

10.2    Patent Purchase Agreement between the        Incorporated by reference to Exhibit 10.1 to
        Registrant and Prof. Ehud Keinan, dated      our current report on Form 8-K filed February
        February 1, 2006.                            3, 2006

10.3    Consulting Agreement between the Registrant  Incorporated by reference to Exhibit 10.2 to
        and BioTech Knowledge LLC, dated February    our current report on Form 8-K filed February
        1, 2006.                                     3, 2006

10.4    Letter of Agreement between the Registrant   Incorporated by reference to Exhibit 10.3 to
        and BioTech Knowledge LLC, dated February    our current report on Form 8-K filed February
        1, 2006.                                     3, 2006

10.5    Advisory Board Agreement between the         Incorporated by reference to Exhibit 99.2 to
        Registrant and Prof. Richard E. Lerner,      our current report on Form 8-K filed June 5,
        dated May 31, 2006.                          2006

10.6    Advisory Board Agreement between the         Incorporated by reference to Exhibit 10.8 to
        Registrant and Prof. K. Barry Sharpless,     our annual report on Form 10-KSB filed March
        dated September 28, 2006.                    28, 2007

10.7    Consulting Agreement between Acrosec Ltd.    Incorporated by reference to Exhibit 10.10
        and M.G NET Ltd., dated March 26, 2007       to our annual report on Form 10-KSB filed
                                                     March 28, 2007

10.8    Cooperation and Licensing Agreement between  Incorporated by reference to Exhibit 10.11
        the Registrant and Life Science Research     to our annual report on Form 10-KSB filed
        Israel Ltd., dated October 28, 2007.         March 13, 2008


10.9    Intellectual Property Assignment and         Incorporated by reference to Exhibit 10.12 to
        Services Termination Agreement, dated        our annual report on Form 10-K filed March 30,
        March 30, 2009.                              2009

10.10   Convertible Promissory Note between the      Incorporated by reference to Exhibit 10.1 to
        Registrant and BioTech Knowledge LLC,        our current report on Form 8-K filed
        dated February 23, 2009                      February 22, 2009.

10.11   Warrant between the Registrant and BioTech   Incorporated by reference to Exhibit 10.14 to
        Knowledge LLC, dated February 22, 2009.      our annual report on Form 10-K filed March 30,
                                                     2009
</TABLE>




                                       20
<PAGE>
<TABLE>
<S>          <C>                                        <C>
10.12   Convertible Promissory Note between the      Incorporated by reference to Exhibit 10.12 to
        Registrant and BioTech Knowledge LLC,        our annual report on Form 10-K filed March 29,
        dated March 24, 2010.                        2010

10.13   Warrant between the Registrant and BioTech   Incorporated by reference to Exhibit 10.13 to
        Knowledge LLC, dated March 24, 2010.         our annual report on Form 10-K filed March
                                                     29, 2010

10.14   The Registrant's 2008 Israeli Share Option   Incorporated by reference to Exhibit 10.1 to
        Plan                                         our current report on Form 8-K filed May 1,
                                                     2008

10.15   Finders Agreement between the Registrant     Incorporated by reference to Exhibit 10.15 to
        and Siden Investment Inc. dated March 13,    our  annual report on Form 10-K filed March 29,
        2010.                                        2010

10.16   Promissory Note between the Registrant       Filed herewith
        and Lindon Group, dated April 1, 2010.


 (31)   SECTION 302 CERTIFICATION
31.1    Rule 13a-14(a) Certification of Principal    Filed herewith
        Executive Officer

31.2    Rule 13a-14(a) Certification of Principal    Filed herewith
        Financial Officer.
 (32)   SECTION 906 CERTIFICATION
32.1    Certification of Principal Executive         Filed herewith
        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.
</TABLE>









































                                       21
<PAGE>
EXHIBIT 10.16
-------------
                                PROMISSORY NOTE

US$35,000.00                                                       APRIL 1, 2010

      FOR  VALUE  RECEIVED,  the  undersigned,  ACROSEC LTD., an Israeli company
having  a principal place of business at 37 Inbar Street, Caesarea, Israel 30889
("  (the  "Maker"),  by  this  Promissory  Note  (this  "Note"),  absolutely and
unconditionally  promises  to  pay  to  the order of LINDON GROUP, INC., a Rhode
Island corporation (the "Payee") the lesser of (i) the principal sum Thirty Five
Thousand  and  00/100  Dollars  (US$35,000.00)  or  (ii)  the  aggregate  unpaid
principal amount of all loans made by the Payee to the Maker.

      Interest on the unpaid principal balance hereof existing from time to time
will  accrue at a rate of 6% (the "Interest Rate"). Interest will be computed on
the basis of a 360-day year.

      Principal  and  interest  shall  be  payable in accordance with Schedule A
attached   hereto  (the  "Repayment  Schedule").  Interest  on  the  outstanding
principal  amount  will  accrue  from the date hereof until the entire principal
balance,  together with all unpaid interest, fees, expenses and other charges is
paid  in  full  which  shall,  if  not  sooner paid, in any event be paid on the
Maturity Date (as defined below). All sums paid under this Note shall be applied
first  to any interest, fees, expenses and other charges then due and unpaid, in
such  order  Payee  shall  determine,  with the remaining balance, if any, to be
applied to unpaid principal.

      The  "Maturity  Date" of this Note shall be the earlier to occur of (a) an
Event  of Default of the Maker under this Note, or (b) the second anniversary of
the date hereof.

      Upon  the  Maturity Date, this Note shall become and be absolutely due and
payable  hereunder,  and  the  Maker  hereby promises to pay to the order of the
Payee,  the  balance (if any) of the principal hereof then remaining unpaid, all
of the unpaid interest accrued hereon and all other charges related hereto.

     All sums payable hereunder are payable in lawful money of the United States
of  America  and in immediately available funds at the Payee's address set forth
above  or  at  such place or places as the Payee, its successors or assigns (the
"Holder") may designate in writing.

      The  Maker  shall  have the right to prepay the unpaid principal amount of
this Note in full at any time, or in part from time to time, without any premium
or prepayment penalty, with all accrued interest to the date of prepayment. Each
partial  prepayment  of  principal  shall  be  applied  to  the  installments of
principal due hereunder in the inverse order of maturity.

     The  occurrence  of any one or more of the following events will constitute
an Event of Default hereunder:

     1.  Nonpayment  of  any  installment of principal and/or interest due under
this  Note  when it shall become due and payable (no prior demand therefor being
necessary).

     2.  The  Maker  shall  default  in the performance of any other obligation,
covenant  or  agreement  contained in this Note (subject to any applicable grace
periods).

     3.  (a)  (i)  the  appointment  of  a receiver, trustee, custodian or other
fiduciary,  for, or for any of the property of, the Maker; (ii) the making of an
assignment  for  the  benefit  of creditors, or the making of or entering into a
trust  mortgage or deed or other instrument or similar import for the benefit of
creditors,  by  the Maker; or (iii) the convening of a meeting of the creditors,
or  the  selection of a committee representing the creditors of the Maker and if
any  of  (i) through (iii) are involuntary, the failure to discharge same within
sixty (60) days; or

        (b)  The  filing  of  a  petition,  complaint,  motion or other pleading
seeking  relief  under  any  receivership,  insolvency, or debtor relief law, or
seeking any readjustment of indebtedness, reorganization, composition, extension
or any similar type of relief, or the filing of a petition, complaint, or motion
under  any chapter of the federal bankruptcy code, 11 U.S.C. 101 et seq., as the
same  now  exists  or  may  hereafter be amended (the "Bankruptcy Code"), by the
Maker; or



<PAGE>
        (c)  The  filing  of  a  petition,  complaint,  motion or other pleading
seeking  any relief under any receivership, insolvency, or debtor relief law, or
under  any  chapter  of  the  Bankruptcy  Code,  or  seeking any readjustment of
indebtedness,  reorganization,  composition,  extension  or  any similar type of
relief, or the entry of any order for relief under any chapter of the Bankruptcy
Code, against, the Maker; provided, however, that if the Maker shall immediately
notify  Holder  in writing of the filing of any such petition, complaint, motion
or  other  pleading against the Maker and shall provide evidence satisfactory to
Holder  that  the  Maker has in good faith and within thirty (30) days after the
filing of any such petition, complaint, motion or other pleading filed an answer
thereto  contesting  same,  then  there  shall be no Event of Default under this
subparagraph (c) until the earliest of (i) the entry of an order for relief or a
judgment  under  any  proceedings referred to in this subparagraph (c), (ii) the
appointment  of  a  receiver,  trustee, custodian or other fiduciary in any such
proceeding or (iii) the expiration of a period of sixty (60) days, at the end of
which such petition, complaint, motion or other pleading remains undismissed; or

     4. The dissolution, liquidation or termination of existence of the Maker or
a  change  of  control,  merger  or  sale of substantially all the assets of the
Maker; or

     5.  The  use  of  proceeds  from  this  Note for any purpose other than the
purchase  of  parts necessary for the manufacture of various types of explosives
testing and identification products produced by Maker ("Products").

     Upon  the  occurrence  of any Event of Default, this Note, at the option of
the Holder, shall become immediately due and payable without notice of any kind.
The  Holder's  failure  to exercise such option shall not constitute a waiver of
the  right  to  exercise  it  at any other time. Irrespective of the exercise or
non-exercise  of  the  foregoing  option,  if  any  payment  of principal and/or
interest  is  not  paid  in full within ten (10) days after the same is due, the
interest rate under this note on the overdue amount shall be increased to twelve
percent (12%) per annum until said amount is paid in full.

      Notwithstanding  any  provisions of this Note, it is the understanding and
agreement  of  the  Maker and the Holder that the maximum rate of interest to be
paid  by the Maker to the Holder shall not exceed the highest or maximum rate of
interest  permissible  to  be  charged  to  a  commercial borrower under any law
applicable hereto. Any amount paid in excess of such rate shall be considered to
have been payments in reduction of principal, and if there shall be no principal
amount  then  outstanding,  such  excess  shall  be  returned to the Maker as an
overpayment of principal.

      Wherever  possible,  each  provision  of this Note shall be interpreted in
such  manner  as  to  be  effective  and  valid under applicable law, but if any
provision  of  this  Note shall be prohibited by or invalid under such law, such
provision  shall  be ineffective to the extent of such prohibition or invalidity
without invalidating the remainder of such provision or the remaining provisions
of this Note.

      The  Maker  agrees  to  pay the Payee's reasonable costs in collecting and
enforcing this Note, including reasonable attorneys' fees.

      No  waiver  of  any  obligation  of  the  Maker  under  this Note shall be
effective  unless  it  is  in  writing  and signed by the Payee. A waiver by the
Holder of any right or remedy under this Note on any occasion shall not be a bar
to  exercise  of  the  same right or remedy on any subsequent occasion or of any
other right or remedy at any time.

      The Maker hereby expressly waives presentment, demand, and protest, notice
of  demand,  dishonor  and  nonpayment  of  this  Note, and all other notices or
demands  of  any  kind in connection with the delivery, acceptance, performance,
default  or enforcement hereof, and hereby consents to any delays, extensions of
time,  renewals, waivers or modifications that may be granted or consented to by
the Payee with respect to the time of payment or any other provision hereof.

      This  Note  may  not be transferred, sold, assigned, mortgaged, pledged or
otherwise encumbered without Maker's prior written consent.

      No modification or waiver of any provision of this Note, and no consent of
the  Holder  to  any departure therefrom by the Maker, shall be effective unless
such  modification,  waiver  or consent shall be in writing signed by the Holder
and  the same shall then be effective only for the period, on the conditions and
for the specific instances and purposes specified in such writing.




<PAGE>
      This  Note  is  delivered  in and shall be governed by and interpreted and
determined  in  accordance  with  the  laws of the State of Rhode Island without
regard to its principles of conflicts of laws.

      IN  WITNESS  WHEREOF,  this  Promissory  Note  has  been  executed  as  an
instrument  under  seal  by  the undersigned as of the day and in the year first
above written.

                                                   ACROSEC LTD.

                                                   By:/s/Gadi Aner
                                                   Name: Gadi Aner, CEO



                                   Schedule A
                               Repayment Schedule

Principal  and  interest  shall be payable in accordance with the following: (1)
upon delivery by Maker of Products to fulfill any purchase order(s) submitted by
Holder,  Maker  shall pay an amount equal to 6% of the total costs of goods sold
at  a  price  per unit of $3.50 and the outstanding balance on the Note shall be
reduced  by an amount equal to $3.50 per unit of Products so purchased; (2) upon
any  sale of Products by Maker or any other party other than Holder, Maker shall
pay  to  Holder  an amount equal to the lesser of (a) the outstanding balance of
principal  and  interest  on the Note or (b) $3.50 per unit plus 6% of the total
units  of  Products  sold; and (3) immediately, in full, upon the Maturity Date.
Payments  made  in accordance with this Schedule A shall be applied first to any
interest,  fees,  expenses  and other charges then due and unpaid, in such order
Payee  shall  determine,  with  the  remaining balance, if any, to be applied to
unpaid principal.















































<PAGE>
                                                                    EXHIBIT 31.1

                                 CERTIFICATION

I, Gadi Aner, certify that:

  1. I have reviewed this Quarterly Report on Form 10-Q of ACRO Inc.;

  2. Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;

  3. Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  report,  fairly  present  in  all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

  4. The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-15(e) and 15d-15(e) and internal control over
     financial  reporting  (as  defined  in  Exchange  Act  Rules  13a-15(f) and
     15d-15(f)) for the registrant and have:

      (a) Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls   and   procedures  to  be  designed  under  our
          supervision,  to  ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us  by others within those entities, particularly during the period in
          which this report is being prepared;

      (b) Designed  such  internal  control  over financial reporting, or caused
          such  internal  control  over financial reporting to be designed under
          our   supervision,  to  provide  reasonable  assurance  regarding  the
          reliability  of  financial  reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

      (c) Evaluated  the  effectiveness  of the registrant's disclosure controls
          and  procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

      (d) Disclosed  in  this  report  any  change  in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely  to  materially  affect,  the registrant's internal
          control over financial reporting; and

  5. The  registrant's  other  certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:

      (a) All  significant deficiencies and material weaknesses in the design or
          operation  of  internal  control  over  financial  reporting which are
          reasonably  likely  to  adversely  affect  the registrant's ability to
          record, process, summarize and report financial information; and

      (b) Any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          control over financial reporting.


                                       By: /s/Gadi Aner
                                           ------------
                                           Gadi Aner
                                           Chief Executive Officer and Chairman


Date: May 20, 2010






<PAGE>
                                                                    EXHIBIT 31.2

                                 CERTIFICATION

I, Gabby Klausner, certify that:

  1. I have reviewed this Quarterly Report on Form 10-Q of ACRO Inc.;

  2. Based on my knowledge, this report does not contain any untrue statement of
     a  material  fact  or  omit  to state a material fact necessary to make the
     statements  made, in light of the circumstances under which such statements
     were  made,  not  misleading  with  respect  to  the period covered by this
     report;

  3. Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included  in  this  report,  fairly  present  in  all material
     respects  the  financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

  4. The  registrant's  other  certifying  officer  and  I  are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-15(e) and 15d-15(e) and internal control over
     financial  reporting  (as  defined  in  Exchange  Act  Rules  13a-15(f) and
     15d-15(f)) for the registrant and have:

      (a) Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls   and   procedures  to  be  designed  under  our
          supervision,  to  ensure  that  material  information  relating to the
          registrant,  including its consolidated subsidiaries, is made known to
          us  by others within those entities, particularly during the period in
          which this report is being prepared;

      (b) Designed  such  internal  control  over financial reporting, or caused
          such  internal  control  over financial reporting to be designed under
          our   supervision,  to  provide  reasonable  assurance  regarding  the
          reliability  of  financial  reporting and the preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;

      (c) Evaluated  the  effectiveness  of the registrant's disclosure controls
          and  procedures and presented in this report our conclusions about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and

      (d) Disclosed  in  this  report  any  change  in the registrant's internal
          control over financial reporting that occurred during the registrant's
          most  recent  fiscal  quarter  that  has  materially  affected,  or is
          reasonably  likely  to  materially  affect,  the registrant's internal
          control over financial reporting; and

  5. The  registrant's  other  certifying officer and I have disclosed, based on
     our most recent evaluation of internal control over financial reporting, to
     the registrant's auditors and the audit committee of the registrant's board
     of directors:

      (a) All  significant deficiencies and material weaknesses in the design or
          operation  of  internal  control  over  financial  reporting which are
          reasonably  likely  to  adversely  affect  the registrant's ability to
          record, process, summarize and report financial information; and

      (b) Any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the registrant's internal
          control over financial reporting.


                                       By: /s/Gabby Klausner
                                           -----------------
                                           Gabby Klausner
                                           Treasurer and Chief Financial Officer


Date: May 20, 2010






<PAGE>

                                                                    EXHIBIT 32.1

                           CERTIFICATION PURSUANT TO
                            18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with the Annual Report of ACRO Inc. (the "Company") on Form 10-Q
for  the period ending March 31, 2010, as filed with the Securities and Exchange
Commission  on  the  date  hereof (the "Report"), we, Gadi Aner, Chief Executive
Officer  and  Chairman  of  the Company, and Gabby Klausner, Treasurer and Chief
Financial  Officer  of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as  adopted  pursuant  to  Section 906 of the Sarbanes-Oxley Act of 2002, to our
knowledge, that:

  (1) The  Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and

  (2) The  information  contained in the Report fairly presents, in all material
      respects,  the  financial  condition  and  results  of  operations  of the
      Company.

                                      By: /s/Gadi Aner
                                         -------------
                                          Gadi Aner
                                          Chief Executive Officer and Chairman


                                      By: /s/Gabby Klausner
                                          -----------------
                                          Gabby Klausner
                                          Treasurer and Chief Financial Officer


Date: May 20, 2010