UNITED STATES SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549




FORM 10-Q/A




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


For the quarterly period ended June 30, 2010




OR




o                 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

Incorporation or Organization)
(IRS Employer

Identification No.)
 
 18 Halivne street, Timrat Israel

Israel
23840(Address of Principal Executive Offices)
(Zip Code)


+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 þ No o


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes o No o


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:


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


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


Yes o No þ


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




As of August 15, 2010, 67,824,268 shares of the registrant’s common stock were outstanding.




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EXPLANATORY NOTE





This Amendment No. 1 to our quarterly report on Form 10-Q/A (the “Amendment”) speaks as of the filing date of our Form 10-Q for the period ending June 30, 2010, as filed with the Securities and Exchange Commission (the “Commission”) on August 13, 2010 (the “Form 10-Q”), except for the certifications which speak as of the filing date of the Amendment.





This Amendment is being filed to correct typographical errors in the Form 10-Q and the certifications.





Other than as described above, this Amendment does not, and does not purport to, amend, update or restate any other information or disclosure included in the Form 10-Q and does not, and does not purport to, reflect any events that have occurred after the date of the initial filing of the Form 10-Q. As a result, our Quarterly Report on Form 10-Q for the period ending June 30, 2010, as amended by this Amendment, continues to speak as of the initial filing date of the Form 10-Q.




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Item 4T. Controls and Procedures




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




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




There were no changes in our internal controls over financial reporting identified with the evaluation thereof that occurred during the quarter ended June 30, 2010, that have materially affected, or are reasonable likely to materially affect our internal control over financial reporting.




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SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




ACRO INC.

(Registrant)



By:/s/ Gadi Aner

/s/Gabby KlausnerGadi Aner

Gabby KlausnerPresident, Chief Executive Officer

& Director

Treasurer and

Chief Financial OfficerDate: March 25, 2011

Date: March 25, 2011


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