UNITED
STATES SECURITIES AND EXCHANGE COMMISSION



Washington,
D.C. 20549



FORM
10-Q



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



For
the quarterly period ended June 30, 2012



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.)



|Ben
    Gurion Street 1, Bnei Brak, Israel   |  | 23840     
|-------------------------------------------- |  | ----------
|(Address of Principal
    Executive Offices) |  | (Zip Code)



|972-73-7963851                                          
|--------------------------------------------------------
|(Registrant’s
    Telephone Number, Including Area Code)



|18
    Halivne Street, Timrat, Israel                                                 
|--------------------------------------------------------------------------------------
|(Former Name, Former
    Address and Former Fiscal year, if changed since last report)



Indicate
by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days:Yes ☑ No ☐



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).Yes  ☑ No ☐



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



|Large accelerated filer | ☐ | Accelerated filer         | ☐
|----------------------- | - | ------------------------- | -
|Non-accelerated filer   | ☐ | Smaller reporting company | ☑



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):Yes ☐
No ☑



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



As
of June 30, 2012, there were 19,349,000 shares of the registrant’s common stock outstanding.













Table
of Contents

ACRO
INC.

INDEX





|PART I. FINANCIAL INFORMATION                                                                     |  |    
|------------------------------------------------------------------------------------------------- |  | ---
|Item 1. Financial Statements                                                                      |  | 2-4
|Consolidated Balance Sheets                                                                       |  | 2  
|Consolidated Statements of Operations                                                             |  | 3  
|Consolidated Statements of Cash Flows                                                             |  | 4  
|Notes to financial Statements                                                                     |  |    
|Item 2. Management’s Discussion and Analysis of Financial
    Condition and Results of Operations |  | 5  
|Item 3. Quantitative and Qualitative Disclosures about Market
    Risk                            |  | 11 
|Item 4T. Controls and Procedures                                                                  |  | 11 
|PART II. OTHER INFORMATION                                                                        |  |    
|Item 1. Legal Proceedings                                                                         |  | 12 
|Item 1A. Risk Factors                                                                             |  | 12 
|Item 2. Unregistered Sales of Equity Securities and Use of
    Proceeds                           |  | 12 
|Item 3. Defaults Upon Senior Securities                                                           |  | 12 
|Item 4. [Removed and Reserved]                                                                    |  | 12 
|Item 5. Other Information                                                                         |  | 12 
|Item 6. Exhibits                                                                                  |  | 12 
|Signatures                                                                                        |  | 13 
|Exhibit Index                                                                                     |  | 14 
|Certification of CEO Pursuant to Section 302                                                      |  |    
|Certification of CFO Pursuant to Section 302                                                      |  |    
|Certification Pursuant to U.S.C. Section 1350                                                     |  |    















|ACRO INC. (A Development Stage Company) AND ITS SUBSIDIARY                                                                       |  |                |            |                   
|-------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ---------- | ------------------
|CONSOLIDATED BALANCE SHEETS                                                                                                      |  |                |            |                   
|US Dollars                                                                                                                       |  |                |            |                   
|                                                                                                                                 |  |                |            |                   
|                                                                                                                                 |  | As of June 30, |            | As of December 31,
|                                                                                                                                 |  | 2012           |            | 2011              
|                                                                                                                                 |  | Unaudited      |            | Audited           
|ASSETS                                                                                                                           |  |                |            |                   
|CURRENT ASSETS:                                                                                                                  |  |                |            |                   
|Prepaid Expenses & Other Current Assets                                                                                          |  | $              | 20,850     |                   
|LONG-TERM ASSETS:                                                                                                                |  |                |            |                   
|Property and equipment, net                                                                                                      |  |                | 4,639      |                   
|TOTAL ASSETS                                                                                                                     |  | $              | 25,489     |                   
|LIABILITIES AND SHAREHOLDERS' DEFICIENCY                                                                                         |  |                |            |                   
|CURRENT LIABILITIES:                                                                                                             |  |                |            |                   
|Related party                                                                                                                    |  |                | . -        |                   
|Accounts payable and other current liabilities                                                                                   |  |                | 35,169     |                   
|TOTAL CURRENT LIABILITIES                                                                                                        |  |                | 35,169     |                   
|LONG-TERM LIABILITIES:                                                                                                           |  |                |            |                   
|Convertible Promissory Notes                                                                                                     |  |                | 45,083     |                   
|TOTAL LIABILITIES                                                                                                                |  | $              | 80,252     |                   
|COMMITMENTS (Note 4)                                                                                                             |  |                |            |                   
|SHAREHOLDERS' DEFICIENCY:                                                                                                        |  |                |            |                   
|Share capital -                                                                                                                  |  |                |            |                   
|Common stock of $ 0.01 par value –                                                                                               |  |                | 193,488    |                   
|700,000,000 shares authorized; 19,349,000 shares issued and outstanding as of June 30, 2012 and December 31, 2011, respectively. |  |                |            |                   
|Additional paid-in capital and accumulated other comprehensive income                                                            |  |                | 4,115,085  |                   
|Deficit accumulated during the development stage                                                                                 |  |                | (4,363,336 | )                 
|TOTAL SHAREHOLDERS' DEFICIENCY                                                                                                   |  |                | (54,763    | )                 
|TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY                                                                                   |  | $              | 25,489     |                   
|The accompanying notes are an integral part of the consolidated financial statements.                                            |  |                |            |                   

























|ACRO
    INC. (A Development Stage Company) AND ITS SUBSIDIARY                                                                                                                                                                 |  |                          |            |                        |  |                                                
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------------------ | ---------- | ---------------------- |  | -----------------------------------------------
|CONSOLIDATED
    STATEMENTS OF OPERATIONS                                                                                                                                                                                      |  |                          |            |                        |  |                                                
|US Dollars
    (except share and per share data)                                                                                                                                                                               |  |                          |            |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|                                                                                                                                                                                                                               |  | For
    the Three Months |            | For
    the Six Months |  | Cumulative
    from Inception (May 22, 2002) to
|                                                                                                                                                                                                                               |  | Ended
    June 30,       |            | Ended
    June 30,     |  | June
    30,                                   
|                                                                                                                                                                                                                               |  | 2012                     |            | 2011                   |  | 2012                                           
|                                                                                                                                                                                                                               |  | Unaudited                |            | Unaudited             
|Revenues                                                                                                                                                                                                                       |  |                          | -          |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Costs and expenses:                                                                                                                                                                                                            |  |                          |            |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Research and development                                                                                                                                                                                                       |  |                          | -          |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Sales and marketing                                                                                                                                                                                                            |  |                          | -          |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|General and administrative
    *                                                                                                                                                                                               |  |                          | (33,325)   |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Impairment of Intangible
    assets                                                                                                                                                                                            |  |                          | -          |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Total operating
    expenses                                                                                                                                                                                                   |  |                          | (33,325)   |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Operating loss                                                                                                                                                                                                                 |  |                          | (33,325)   |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Interest and other expenses, net                                                                                                                                                                                               |  |                          | (154)      |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Income from settlement
    of liability                                                                                                                                                                                        |  |                          | -          |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Loss before taxes
    on income                                                                                                                                                                                                |  |                          | (33,479)   |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Taxes                                                                                                                                                                                                                          |  |                          | (675)      |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Net
    loss                                                                                                                                                                                                                   |  |                          | (34,154)   |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Basic and diluted
    net loss per common share                                                                                                                                                                                |  |                          | 0          |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|Number of shares
    used in computing basic and diluted net loss per share                                                                                                                                                    |  |                          | 19,349,000 |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|* Includes $ 0, $ 11,672 and $ 1,118,263 stock-based compensation for the six months periods ended June 30, 2012, 2011 and for
    the cumulative period from May 22, 2002 (date of inception) to June 30, 2012, respectively. |  |                          |            |                        |  |                                                
|                                                                                                                                                                                                                               |  |                          |            |                        |  |                                                
|The accompanying notes are an integral
    part of the consolidated financial statements                                                                                                                                       |  |                          |            |                        |  |                                                



















|
|



|ACRO
                                                                                                                                                                                              INC.
                                                                                                                                                                                              (A
                                                                                                                                                                                              Development
                                                                                                                                                                                              Stage
                                                                                                                                                                                              Company)
                                                                                                                                                                                              AND
                                                                                                                                                                                              ITS
                                                                                                                                                                                              SUBSIDIARY



CONSOLIDATED STATEMENTS
OF CASH FLOWS



US Dollars (except share and per share data) |  |          
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|For
    the Six Months                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|Ended
    June 30,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | 2012     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Unaudited
|CASH FLOWS FROM OPERATING
    ACTIVITIES:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |          
|Net loss for the period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  | (59,109) 
|Adjustments
    to reconcile net loss to net cash used in operating activities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |          
|Services contributed by officers                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |          
|Depreciation and amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | 849      
|Expenses for beneficial conversion feature                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |          
|Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |          
|Income from settlement of liability                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |          
|Changes in assets
    and liabilities:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |          
|Decrease  in trade receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          
|Decrease (Increase)
    in accounts expenses and receivables                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |          
|Increase in related party and accounts
    payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  | 58,260   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |          
|Net cash used in operating activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |          
|CASH FLOWS FOR INVESTING
    ACTIVITIES:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |          
|Purchase and production of property
    and equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |          
|Purchase of intangible assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |          
|Net cash used in investing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |          
|CASH FLOWS FROM FINANCING
    ACTIVITIES:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |          
|Increase  in convertible promissory
    note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |          
|Proceeds from issue of common stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |          
|Offering costs                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |          
|Net cash provided by financing activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |          
|Decrease in cash
    and cash equivalents                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |          
|Cash and cash equivalents at the beginning
    of the period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |          
|Cash and cash equivalents
    at the end of the period                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |          
|APPENDIX A -                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |          
|Supplemental disclosure of non-cash
    financing activities and cash flow information:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |          
|Conversion of shareholders' loans to
    equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |          
|Conversion of convertible promissory
    note to equity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |          
|Conversion of  related party liabilities
    to convertible promissory note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | 29,091   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |          
|The accompanying
    notes are an integral part of the consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |          













|Item 1. | Financial Statement (Unaudited)
|------- | -------------------------------



|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 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.
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. We are currently contemplating to cease
our current operations and purchase new technologies.



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 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



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
years 2009, 2010 and 2011, we received from BioTech Knowledge LLC additional interest-free loan in the aggregate amount of $92,500
in the form of a convertible promissory note, convertible into up to 11,562,500 shares of our common stock, at a price of $0.008
per share, within 12 months from March 24, 2010, with each share of common stock such converted awarding a warrant to purchase
one share of our common stock at the price per share of $0.016 exercisable within three years.



On
April 14, 2011 a loan agreement was signed with Oren Fuerst and Noam Yellin (the lenders), according to which we were supposed
to receive a loan of an aggregated amount of $53,000 ($26,500 from each), in a form of convertible promissory note. Of this amount,
we received only $19,000 before the lenders decided to withdraw from the agreement and not to lend us the rest of the money. The
board of directors decided to cancel the agreement with the lenders.









2011
Private Placement



On
July 5, 2011, we entered into a share purchase agreement (the "Agreement") with Top Alpha Capital, an Israeli corporation,
for the sale of 96,613,788 shares of our common stock, representing 49.9% of our outstanding share capital, for the total consideration
of US$160,000 ("Transaction"). The purchase price was funded by available funds. Top Alpha is a non-U.S. person (as
that term is defined in Regulation S of the Securities Act of 1933, as amended) and the issuance of the shares was made in an
offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.



The
share purchase closed on July 28, 2011.



Pursuant
to the Agreement, simultaneously with the closing of the Transaction, the convertible notes held by BioTech Knowledge LLC in the
aggregate amount of $185,774, were converted into 23,221,750 shares of our common stock. In addition, at the closing, all outstanding
warrants and options to purchase our shares were cancelled.



Pursuant
to the Agreement,aslong as Mr. Aner and Mr. Bronfeld will hold any of our shares they hold as of the
closing, they shall have the right to veto any transaction with Top Alpha, e.g, the issuance of shares or compensation to Top
Alpha.  This veto right shall terminate upon any of the following events:  (a) a merger between ACRO and another entity;
(b) an asset acquisition by ACRO; (c) ACRO’s purchase of shares of another entity, or (d) acquisition by a third party of
a controlling interest in ACRO.  In any case, such veto right shall not apply to issuance of additional shares to Top Alpha
in the event ACRO shall have outstanding debts on the closing of the Transaction.  In such event, we shall issue Top
Alpha shares based on a company valuation of $160,000 proportionate to the outstanding debt.



Following
the closing of the Transaction and until six months thereafter, Top Alpha was obligated to supply office services, management,
consulting and investment banking services to ACRO at no cost.



Effective
as of the closing of the Transaction, all existing officers and directors, except for Ehud Keinan resigned from their office,
and the officers chosen by Top Alpha were appointed and stockholders were asked by written consent to approve the election of
Asaf Porat, the investment banker of Top Alpha, as a director.  Following the closing, Top Alpha agreed to vote for
the reappointment of Mr. Keinan as a director of ACRO until Mr. Keinan’s share holdings shall comprise of less than ten
percent (10%) of our outstanding common stock. Mr. Keinan resigned in January 2012.



As
a result of this transaction Top Alpha owns 49.9% of our common stock.



Employees



Mr.
Asaf Porat serves as the Chairman, Chief Executive Officer and Chief Financial Officer of ACRO, Inc.



Cash
Requirements



We
believe that awe will need additional funds to continue operations over the next twelve months and for the implementation of our
plan of operation and developing and commercializing our potential explosive detection device.  We expect that we may
have to raise funds through additional offerings of our securities.









At
June 30, 2012, we had working capital deficit of approximately $[].  We are now operating under a minimal activity note,
until we successfully raise additional funds or receive a significant order to our products. We anticipate that we will require
additional funds of up to approximately $200,000 to keep operating 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 device, ACRO-N.E.T., complements ACRO-P.E.T. by providing the possibility to detect explosives other than TATP. Its operation
system and advantages are the same as the ACRO-P.E.T.; however, it uses different solutions and detects different explosives.
We also signed several agreements with LSRI pursuant to which we may distribute the ETK and ETK 5, exclusively, in several countries.
The ETK’s kits complete our products.



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



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



During
2009, we had sales in the aggregate amount of $73,358. During 2010, we had sales in the aggregate amount of $79,227.



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 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 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.



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
are currently contemplating the cessation of our current operations and purchase new technologies.



Financial
Condition, Liquidity and Capital Resources



Three
Months Ended June 30, 2011 Compared to June 30, 2012.



During
the quarter ended June 30, 2012 and 2011, we had revenues of $0 and $0, respectively.



During
the three months ended June 30, 2012, we had $ $33,325of operating loss, as compared to $31,836 for the quarter ending June 30,
2011.



During
the three months ended June 30, 2012, we had $ $34,154 of net loss, as compared to $53,243 for the quarter ending June 30, 2011.



Six
Months Ended June 30, 2011 Compared to June 30, 2012.



During
the six months ended June 30, 2011, we incurred a loss of $110,307, compared to a net loss of  $59,109 for the comparative
period in 2012.



During
the six months ended June 30, 2011, we incurred $112,257 of operating expenses, comprised of $2,949 for research and development
costs, $11,672 for stock-based compensation expenses and $109,308 for general and administrative costs.



During
the six months ended June 30, 2012, we incurred $58,230 of operating expenses, comprised of  $0 for research and development
costs, $0 for stock-based compensation expenses, 0 for sales and marketing costs, $58,230 for general and administrative costs.



As
of June 30, 2012, we had a working capital deficit of approximately $54,763.



As
of June 30, 2012, we had total assets of $25,489, which property and equipment of $4,639, and prepaid expenses $20,850.



From
January 1, 2012 to June 30, 2012, we had sales of $0.



Going
Concern



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



We
have historically incurred losses, and from inception through June 30, 2012, we have incurred losses of $4,363,336. Because
of these historical losses, we will require additional working capital to develop our business operations.









There
can be no assurance that additional funds will be available on terms acceptable to us, or at all. These conditions raise substantial
doubt about our ability to continue to operate as a going concern. The audited financial statements attached to this annual report
do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the
amounts and classification of liabilities that may 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.



On
July 28, 2011, we closed a share purchase pursuant to which Top Alpha Capital, an Israeli Corporation (“TAC” or “Top
Alpha”) purchased a total of 96,613,77 shares of our common stock, representing 49.9% of our outstanding common stock, for
$160,000 (the “Transaction”).  This offering was conducted pursuant to Regulation S and/or Section 4(2)
of the Securities Act of 1933.



Pursuant
to the Agreement, simultaneously with the closing of the Transaction, the convertible notes held by BioTech Knowledge LLC in the
aggregate amount of $185,774, were converted into 23,221,750 shares of our common stock. In addition, at the closing, all outstanding
warrants and options to purchase our shares were cancelled.



Following
the closing of the Transaction and until six months thereafter, Top Alpha had the option to purchase the 11,195,623 shares of
our common stock held by Mr. Gadi Aner and the shares held by Mr. Zeev Bronfeld at a price per share of $0.0038. Top Alpha did
not exercise this option.



Following
the closing of the Transaction and until six months thereafter, Top Alpha shall have the option to purchase up to 15,515,052 (1,551,505
post-reverse split) of the shares held by BioTech Knowledge LLC, at a price per share of $0.0018. Top Alpha did not exercise this
option.



Pursuant
to the Agreement,aslong as Mr. Aner and Mr. Bronfeld will hold any of our shares they hold as of the
closing, they shall have the right to veto any transaction with Top Alpha, e.g, the issuance of shares or compensation to Top
Alpha.  This veto right shall terminate upon any of the following events:  (a) a merger between ACRO and another entity;
(b) an asset acquisition by ACRO; (c) ACRO’s purchase of shares of another entity, or (d) acquisition by a third party of
a controlling interest in ACRO.  In any case, such veto right shall not apply to issuance of additional shares to Top Alpha
in the event ACRO shall have outstanding debts on the closing of the Transaction.  In such event, we shall issue Top
Alpha shares based on a company valuation of $160,000 proportionate to the outstanding debt.



Following
the closing of the Transaction and for six months thereafter, Top Alpha supplied office services, management, consulting and investment
banking services to ACRO at no cost.



Effective
as of the closing of the Transaction, all existing officers and directors, except for Ehud Keinan resigned from their office,
and the officers chosen by Top Alpha were appointed and stockholders were asked by written consent to approve the election of
Asaf Porat, the investment banker of Top Alpha, as a director.  Following the closing, Top Alpha agreed to vote for
the reappointment of Mr. Keinan as a director of ACRO until Mr. Keinan’s share holdings shall comprise of less than ten
percent (10%) of our outstanding common stock. Mr. Keinan resigned in January 2012.







As
a result of this transaction Top Alpha owns 49.9% of our common stock.



Critical
Accounting Policies



Share
Based Compensation



The
Company accounts for stock-based awards to employees in accordance with (ASC) 718-10 and related interpretations, 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.



The
Company accounts for convertible debt with beneficial conversion feature in accordance with ASC 470-20, which requires the Company
to recognize separately, at issuance, the embedded beneficial conversion feature in additional paid-in capital. The recognition
is done by allocating a portion of the proceeds equal to the intrinsic value of that feature in additional paid-in capital. The
intrinsic value is calculated as the difference between the effective conversion price of the convertible debt and the fair value
of the shares at issuance date.



The
Company accounts for intangible assets in accordance with ASC 360-10 under which recoverability of assets are tested whenever
events or changes in circumstances indicate that its carrying amount may not be recoverable.



The
financial hardship of the Company together with the difficulties in sales experienced in the recent year and lack of forecasted
improvement, led the Company to evaluate the recoverability of its intangible assets. The result of the evaluation was the decision
that the intangible assets are not recoverable and should be written off entirely.



|Item 3. | Quantitative and Qualitative Disclosures
    about Market Risk
|------- | --------------------------------------------------------------



Not applicable.





|Item 4T. | Controls and Procedures
|-------- | -----------------------



As
of the end of the period covered by this report, 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, 2012, that have materially affected, or are reasonable likely to materially affect our internal control
over financial reporting.











Part
II — OTHER INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------



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



|Item 1A. | Risk Factors
|-------- | ------------



Not applicable.



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



None.



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------



None.



|Item 4. | [Removed and Reserved]
|------- | ----------------------





|Item 5. | Other Information
|------- | -----------------



On June
30, 2012, Top Alpha Capital , the largest shareholder of ACRO, and a company affiliated with Asaf Porat, our president and CEO,
loaned ACRO, Inc. $62,255. The loan may be converted, at Top Alpha’s option, into shares of ACRO common stock at a rate
of $0.0165383 per share. The loan accrues interest at a rate of 6% per annum and is due four years from the date of issuance.



|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.











Exhibit
Index



|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 78.209 filed with the State
    of Nevada effective as of January 25, 2006.            |  | Incorporated by reference to Exhibit 3.3 to our annual report on
    Form 10-KSB filed March 28, 2007                 
|       |  |                                                                                                                              |  |                                                                                                                       
|3.4    |  | Certificate of Change Pursuant to NRS 78.209 filed with the State
    of Nevada effective as of October 25, 2006.            |  | Incorporated by reference to Exhibit 3.4 to our annual report on
    Form 10-KSB filed March 28, 2007                 
|       |  |                                                                                                                              |  |                                                                                                                       
|3.5    |  | Certificate of Change Pursuant to NRS 78.209 filed with the State
    of Nevada effective as of October 30, 2006.            |  | Incorporated by reference to Exhibit 3.5 to our annual report on
    Form 10-KSB filed March 28, 2007                 
|       |  |                                                                                                                              |  |                                                                                                                       
|(10)   |  | Material Contracts                                                                                                           |  |                                                                                                                       
|       |  |                                                                                                                              |  |                                                                                                                       
|10.1   |  | Agreement and Plan of Merger for the Merger of ACRO Inc. with and
    into Medina International Corp., dated April 25, 2006. |  | Incorporated by reference to Exhibit 10.2 to our current report
    on Form 8-K filed May 4, 2006                     
|       |  |                                                                                                                              |  |                                                                                                                       
|10.2   |  | Patent Purchase Agreement between the Registrant and Prof. Ehud
    Keinan, dated February 1, 2006.                          |  | Incorporated by reference to Exhibit 10.1 to our current report
    on Form 8-K filed February 3, 2006                
|       |  |                                                                                                                              |  |                                                                                                                       
|10.3   |  | Consulting Agreement between the Registrant and BioTech Knowledge
    LLC, dated February 1, 2006.                           |  | Incorporated by reference to Exhibit 10.2 to our current report
    on Form 8-K filed February 3, 2006                
|       |  |                                                                                                                              |  |                                                                                                                       
|10.4   |  | Letter of Agreement between the Registrant and BioTech Knowledge
    LLC, dated February 1, 2006.                            |  | Incorporated by reference to Exhibit 10.3 to our current report
    on Form 8-K filed February 3, 2006                
|       |  |                                                                                                                              |  |                                                                                                                       
|10.5   |  | Advisory Board Agreement between the Registrant and Prof. Richard
    E. Lerner, dated May 31, 2006.                         |  | Incorporated by reference to Exhibit 99.2 to our current report
    on Form 8-K filed June 5, 2006                    
|       |  |                                                                                                                              |  |                                                                                                                       
|10.6   |  | Advisory Board Agreement between the Registrant and Prof. K. Barry
    Sharpless, dated September 28, 2006.                  |  | Incorporated by reference to Exhibit 10.8 to our annual report
    on Form 10-KSB filed March 28, 2007                
|       |  |                                                                                                                              |  |                                                                                                                       





|10.7  |  | Consulting Agreement between Acrosec Ltd. and
    M.G NET Ltd., dated March 26, 2007                                                                                            |  | Incorporated by reference to Exhibit 10.10 to
    our annual report on Form 10-KSB filed March 28, 2007
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|10.8  |  | Cooperation and Licensing Agreement between the Registrant and
    Life Science Research Israel Ltd., dated October 28, 2007.                                                   |  | Incorporated by reference to Exhibit 10.11 to our annual report
    on Form 10-KSB filed March 13, 2008
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|10.9  |  | Intellectual Property Assignment and Services Termination Agreement,
    dated March 30, 2009.                                                                                  |  | Incorporated by reference to Exhibit 10.12 to our annual report
    on Form 10-K filed March 30, 2009  
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|10.10 |  | Convertible Promissory Note between the Registrant and BioTech
    Knowledge LLC, dated February 22, 2009.                                                                      |  | Incorporated by reference to Exhibit 10.1 to our current report
    on Form 8-K filed February 23, 2009
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|10.11 |  | Warrant between the Registrant and BioTech Knowledge LLC, dated
    February 22, 2009.                                                                                          |  | Incorporated by reference to Exhibit 10.14 to our annual report
    on Form 10-K filed March 30, 2009  
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|10.12 |  | Convertible Promissory Note between the Registrant and BioTech
    Knowledge LLC, dated March 24, 2010.                                                                         |  | Incorporated by reference to Exhibit 10.12 to our annual report
    on Form 10-K filed March 29, 2010  
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|10.13 |  | Warrant between the Registrant and BioTech Knowledge LLC, dated
    March 24, 2010.                                                                                             |  | Incorporated by reference to Exhibit 10.13 to our annual report
    on Form 10-K filed March 29, 2010  
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|10.14 |  | The Registrant’s 2008 Israeli Share Option Plan                                                                                                                                 |  | Incorporated by reference to Exhibit 10.1 to our current report
    on Form 8-K filed May 1, 2008      
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|10.15 |  | Finders Agreement between the Registrant and Siden Investment Inc.
    dated March 13, 2010.                                                                                    |  | Incorporated by reference to Exhibit 10.15 to our annual report
    on Form 10-K filed March 29, 2010  
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|10.16 |  | Promissory Note between the Registrant and Lindon Group, dated
    April 1, 2010.                                                                                               |  | Incorporated by reference to Exhibit 10.16 to our quarterly report
    on Form 10-Q filed May 20, 2010 
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|(31)  |  | Section 302 Certification                                                                                                                                                       |  |                                                                                                        
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|31.1  |  | Certification of Principal Executive Officer and Principal Financial
    Officer Rule 13a-14(a) pursuant to Rule13a- 14(a) of the Securities Exchange Act of 1934.              |  | Filed herewith                                                                                         
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|(32)  |  | Section 906 Certification                                                                                                                                                       |  |                                                                                                        
|      |  |                                                                                                                                                                                 |  |                                                                                                        
|32.1  |  | Certification of Principal Executive Officer and Principal Financial
    Officer Pursuant to 18 U.S.C. Section 1350, required by Section 906 of the Sarbanes-Oxley Act of 2002. |  | Filed herewith                                                                                         



















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) |                                                
|                        |              |                                                
|Date: August 23th, 2012 | By:          | /s/ Asaf
    Porat                             
|                        |              | Asaf Porat                                     
|                        |              | President, Chief Executive Officer & Director ,
|                        |              | Chief Financial Officer                        
|                        |              |                                                
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