---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2009or

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

For the transition period from _______________ to
_______________

Commission File Number: 000-49833

ACRONGENOMICS INC.(Exact name of registrant as specified in its charter)

|Nevada                                                               | 52-2219285                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)

Fairfax House, 15 Fulwood Place, London UK WC1V
6AY(Address of principal executive offices) (Zip Code)

30 697 724 3620(Registrants telephone
number, including area code)

N/A(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

Yes [X]    No [   ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405
of Regulation S-T (§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. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

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

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

**APPLICABLE ONLY TO CORPORATE ISSUERS:**

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest 
practicable date:25,425,481 shares of common stock outstanding as of November 16, 2009.

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ii

TABLE OF CONTENTS

|PART
      I - FINANCIAL INFORMATION                                                                      | 1 
|--------------------------------------------------------------------------------------------------------- | --
|Item
      1. Financial Statements                                                                        | 1 
|Item
      2. Managements Discussion and Analysis of Financial Condition and Results
      of Operations | 3 
|Item
      3. Quantitative and Qualitative Disclosures About Market Risks                                 | 15
|Item
      4T. Controls and Procedures.                                                                   | 15
|PART
      II - OTHER INFORMATION                                                                         | 16
|Item
      1. Legal Proceedings                                                                           | 16
|Item
      IA. Risk Factors                                                                               | 16
|Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds                                 | 22
|Item
      3. Defaults Upon Senior Securities                                                             | 22
|Item
      4. Submission of Matters to a Vote of Security Holders                                         | 22
|Item
      5. Other Information                                                                           | 23
|Item
      6. Exhibits                                                                                    | 23
|SIGNATURES                                                                                                | 25

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1

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim financial
statements for the nine months ended September 30, 2009 include all adjustments
that are necessary in order to make the interim financial statements not
misleading.

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

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ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

September 30, 2009

(Stated in US Dollars)

(Unaudited)





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ACRONGENOMICS, INC.
  (A Development Stage
  Company)
  INTERIM BALANCE SHEETS
  September 30, 2009 and December 31,
  2008
  (Stated in US Dollars)
  (Unaudited)

|ASSETS                                                   |   | September 30, |   |   | December 31, |  
|-------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                         |   | 2009          |   |   | 2008         |  
|                                                         |   |               |   |   |              |  
|Current                                                  |   |               |   |   |              |  
|Cash                                                     | $ | 3,939         |   | $ | 22,044       |  
|Prepaid expenses and deposit                             |   | 15,000        |   |   | 17,618       |  
|                                                         |   | 18,939        |   |   | 39,662       |  
|                                                         |   |               |   |   |              |  
|Deposit  Note 10                                        |   | 14,142        |   |   | -            |  
|Investment in Molecular Vision Ltd.  Note 3             |   | 1,066,731     |   |   | 791,230      |  
|                                                         |   |               |   |   |              |  
|                                                         | $ | 1,099,812     |   | $ | 830,892      |  
|                                                         |   |               |   |   |              |  
|LIABILITIES                                              |   |               |   |   |              |  
|                                                         |   |               |   |   |              |  
|Current                                                  |   |               |   |   |              |  
|Accounts payable and
      accrued liabilities  Notes 6 | $ | 568,175       |   | $ | 510,965      |  
|Convertible promissory notes payable 
      Note 4      |   | 544,136       |   |   | 394,136      |  
|Derivative liability 
      Note 4                      |   | 107,515       |   |   | -            |  
|Loans payable  Note 5                                   |   | 1,000         |   |   | 1,000        |  
|                                                         |   |               |   |   |              |  
|                                                         |   | 1,220,826     |   |   | 906,101      |  
|                                                         |   |               |   |   |              |  
|CAPITAL DEFICIT                                          |   |               |   |   |              |  
|                                                         |   |               |   |   |              |  
|Common stock  Note 7                                    |   |               |   |   |              |  
|Par value $0.001                                         |   |               |   |   |              |  
|100,000,000 shares
      authorized                      |   |               |   |   |              |  
|25,425,481 shares issued (2008: 23,906,731)              |   | 25,425        |   |   | 23,906       |  
|Additional paid-in capital                               |   | 27,081,500    |   |   | 26,507,207   |  
|Share subscriptions  Note 7                             |   | 42,000        |   |   | 26,500       |  
|Deficit accumulated during the development stage         |   | (27,269,939   | ) |   | (26,632,822  | )
|                                                         |   |               |   |   |              |  
|                                                         |   | (121,014      | ) |   | (75,209      | )
|                                                         |   |               |   |   |              |  
|                                                         | $ | 1,099,812     |   | $ | 830,892      |  

SEE ACCOMPANYING NOTES

---

ACRONGENOMICS, INC.
  (A Development Stage
  Company)
  INTERIM STATEMENTS OF OPERATIONS
  for the Three and Nine months
  ended September 30, 2009 and 2008 and
  for the period August 17, 1999 (Date of
  Inception) to September 30, 2009
  (Stated in US
    Dollars)
  (Unaudited)

|                                                       |   |                    |   |   |                    |   |   |               |   |   |            |   |   | August 17,    |  
|------------------------------------------------------ | - | ------------------ | - | - | ------------------ | - | - | ------------- | - | - | ---------- | - | - | ------------- | -
|                                                       |   |                    |   |   |                    |   |   |               |   |   |            |   |   | 1999 (Date of |  
|                                                       |   | Three Months Ended |   |   | Nine Months Ended  |   |   | Inception) to |  
|                                                       |   | September 30,      |   |   | September 30,      |   |   | September 30, |  
|                                                       |   | 2009               |   |   | 2008               |   |   | 2009          |   |   | 2008       |   |   | 2009          |  
|                                                       |   | (restatedNote 12) |   |   | (restatedNote 12) |   |   |               |  
|Expenses                                               |   |                    |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Accounting and audit
      fees  Note 6               | $ | 22,323             |   | $ | 26,383             |   | $ | 116,505       |   | $ | 112,378    |   | $ | 687,339       |  
|Amortization of patents                                |   | -                  |   |   | -                  |   |   | -             |   |   | -          |   |   | 741,430       |  
|Appraisals                                             |   | -                  |   |   | -                  |   |   | -             |   |   | -          |   |   | 14,500        |  
|Bank charges                                           |   | 710                |   |   | 893                |   |   | 1,644         |   |   | 3,311      |   |   | 18,378        |  
|Consulting fees  Note
      6                         |   | 61,324             |   |   | 20,204             |   |   | 245,978       |   |   | 506,114    |   |   | 2,847,046     |  
|Legal fees - Note 6                                    |   | 6,697              |   |   | 32,308             |   |   | 49,135        |   |   | 67,517     |   |   | 394,744       |  
|Interest and accretion
      on notes payable  Note 6 |   | 19,781             |   |   | 93,476             |   |   | 35,504        |   |   | 264,173    |   |   | 541,981       |  
|Management fees  Note 6                               |   | -                  |   |   | 109,920            |   |   | 11,647        |   |   | 439,829    |   |   | 3,326,506     |  
|Office and
      miscellaneous                         |   | 182                |   |   | 3,150              |   |   | 2,393         |   |   | 7,114      |   |   | 138,488       |  
|Public relations and donation                          |   | -                  |   |   | -                  |   |   | 7,600         |   |   | 5,102      |   |   | 587,096       |  
|Rent - Note 6                                          |   | 15,280             |   |   | 4,355              |   |   | 45,837        |   |   | 32,238     |   |   | 154,140       |  
|Research and development  Note 6                      |   | -                  |   |   | -                  |   |   | -             |   |   | 648,407    |   |   | 9,202,266     |  
|Transfer agent and
      filing fees                   |   | 1,938              |   |   | 1,953              |   |   | 6,229         |   |   | 5,311      |   |   | 38,922        |  
|Travel                                                 |   | -                  |   |   | 20,642             |   |   | 4,496         |   |   | 83,088     |   |   | 456,104       |  
|Write-down of patents                                  |   | -                  |   |   | -                  |   |   | -             |   |   | -          |   |   | 8,004,447     |  
|                                                       |   |                    |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Operating loss                                         |   | (128,235           | ) |   | (313,284           | ) |   | (526,968      | ) |   | (2,174,582 | ) |   | (27,153,387   | )
|Interest income                                        |   | 1                  |   |   | 11                 |   |   | 10            |   |   | 191        |   |   | 23,150        |  
|Change in fair value of
      derivative liability     |   | (65,264            | ) |   | -                  |   |   | (107,515      | ) |   | -          |   |   | (107,515      | )
|Foreign exchange gain (loss)                           |   | -                  |   |   | -                  |   |   | (2,644        | ) |   | 7,374      |   |   | 9,811         |  
|Loss from continuing operations                        |   | (193,498           | ) |   | (313,273           | ) |   | (637,117      | ) |   | (2,167,017 | ) |   | (27,227,941   | )
|Loss from discontinued operations                      |   | -                  |   |   | -                  |   |   | -             |   |   | -          |   |   | (41,998       | )
|                                                       |   |                    |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Net loss for the period                                | $ | (193,498           | ) | $ | (313,273           | ) | $ | (637,117      | ) | $ | (2,167,017 | ) | $ | (27,269,939   | )
|                                                       |   |                    |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Basic and diluted loss per share                       | $ | (0.01              | ) | $ | (0.01              | ) | $ | (0.03         | ) | $ | (0.11      | ) |   |               |  
|                                                       |   |                    |   |   |                    |   |   |               |   |   |            |   |   |               |  
|Weighted average shares outstanding                    |   | 25,078,257         |   |   | 21,639,190         |   |   | 24,837,551    |   |   | 20,578,311 |   |   |               |  

SEE ACCOMPANYING NOTES

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ACRONGENOMICS, INC.(A Development Stage
  Company)
  STATEMENTS OF CASH FLOWS
  for the Nine months ended September 30,
  2009 and 2008 and
  for the period August 17, 1999 (Date of Inception) to
  September 30, 2009
  (Stated in US Dollars)
  (Unaudited)

|                                                          |   |                    |   |   |               |   |   | August 17,    |  
|--------------------------------------------------------- | - | ------------------ | - | - | ------------- | - | - | ------------- | -
|                                                          |   |                    |   |   |               |   |   | 1999 (Date of |  
|                                                          |   | Nine months ended  |   |   | Inception) to |  
|                                                          |   | September 30,      |   |   | September     |  
|                                                          |   |                    |   |   |               |   |   | 30,           |  
|                                                          |   | 2009               |   |   | 2008          |   |   | 2009          |  
|Cash Flows used in Operating Activities                   |   | (restatedNote 12) |   |   |               |  
|Net loss for the
      period                             | $ | (637,117           | ) | $ | (2,167,017    | ) | $ | (27,269,939   | )
|Items not affecting cash:                                 |   |                    |   |   |               |   |   |               |  
|Amortization of patents                                   |   | -                  |   |   | -             |   |   | 741,430       |  
|Accretion of debt
      discount                          |   | -                  |   |   | -             |   |   | 482,124       |  
|Shares issued for consulting and management fees          |   | -                  |   |   | 547,375       |   |   | 1,312,500     |  
|Interest on note
      payable                            |   | -                  |   |   | 247,654       |   |   | -             |  
|Stock-based compensation                                  |   | 24,912             |   |   | 370,011       |   |   | 1,906,756     |  
|Change in fair
      value of derivative liability        |   | 107,515            |   |   | -             |   |   | 107,515       |  
|Write-down of patents                                     |   | -                  |   |   | -             |   |   | 8,004,447     |  
|Changes in non-cash working
      capital items:          |   |                    |   |   |               |   |   |               |  
|Prepaid expenses and deposit                              |   | 2,618              |   |   | 45,977        |   |   | (15,000       | )
|Accounts payable
      and accrued liabilities            |   | 57,210             |   |   | (176,707      | ) |   | 2,401,790     |  
|                                                          |   |                    |   |   |               |   |   |               |  
|Net cash used in operating activities                     |   | (444,862           | ) |   | (1,132,707    | ) |   | (12,328,377   | )
|                                                          |   |                    |   |   |               |   |   |               |  
|Cash Flows used in Investing Activity                     |   |                    |   |   |               |   |   |               |  
|Investment in
      Molecular Vision                      |   | (275,501           | ) |   | (1,097,639    |   |   | (1,373,140    | )
|Refund on termination of
      development agreement with |   |                    |   |   |               |   |   |               |  
|Molecular Vision                                          |   | -                  |   |   | -             |   |   | 149,794       |  
|Deposit                                                   |   | (14,142            | ) |   | -             |   |   | (14,142       | )
|Patents                                                   |   | -                  |   |   | -             |   |   | (121,877      | )
|                                                          |   |                    |   |   |               |   |   |               |  
|Net cash used in investing activities                     |   | (289,643           | ) |   | (1,097,639    | ) |   | (1,359,365    | )
|                                                          |   |                    |   |   |               |   |   |               |  
|Cash Flows provided by Financing Activities               |   |                    |   |   |               |   |   |               |  
|Common stock issued for cash                              |   | 524,400            |   |   | 1,247,448     |   |   | 12,704,438    |  
|Stock purchase
      warrants                             |   | -                  |   |   | -             |   |   | 370,307       |  
|Common stock subscriptions                                |   | 42,000             |   |   | 168,500       |   |   | 71,800        |  
|Issuance of
      convertible notes                       |   | 150,000            |   |   | 694,136       |   |   | 844,136       |  
|Repayment of convertible note                             |   | -                  |   |   | -             |   |   | (300,000      | )
|Increase in loan
      payable                            |   | -                  |   |   | -             |   |   | 1,000         |  
|                                                          |   |                    |   |   |               |   |   |               |  
|Net cash provided by financing activities                 |   | 716,400            |   |   | 2,110,084     |   |   | 13,691,681    |  
|                                                          |   |                    |   |   |               |   |   |               |  
|Increase (decrease) in cash during the
      period       |   | (18,105            | ) |   | (120,262      | ) |   | 3,939         |  
|                                                          |   |                    |   |   |               |   |   |               |  
|Cash, beginning of period                                 |   | 22,044             |   |   | 343,695       |   |   | -             |  
|                                                          |   |                    |   |   |               |   |   |               |  
|Cash, end of period                                       | $ | 3,939              |   | $ | 223,433       |   | $ | 3,939         |  
|Supplementary disclosure of cash flow information         |   |                    |   |   |               |   |   |               |  
|Cash paid for:                                            |   |                    |   |   |               |   |   |               |  
|Interest                                                  |   | -                  |   |   | -             |   |   | -             |  
|Income taxes                                              |   | -                  |   |   | -             |   |   | -             |  
|Non-cash Transactions  Note 11                           |   |                    |   |   |               |   |   |               |  

SEE ACCOMPANYING NOTES

---

ACRONGENOMICS, INC.(A Development Stage
  Company)
  INTERIM STATEMENT OF CHANGES IN CAPITAL DEFICIT 
  for the period
  August 17, 1999 (Date of Inception) to September 30, 2009 
  (Stated in US
    Dollars) 
  (Unaudited)

|                                           |             |  |              |  |   |                 |  |   |             |   |   |               |  |   | Deficit     |   |   |            |  
|------------------------------------------ | ----------- |  | ------------ |  | - | --------------- |  | - | ----------- | - | - | ------------- |  | - | ----------- | - | - | ---------- | -
|                                           |             |  | Common Stock |  |   |                 |  |   | Accumulated |   |   |               | 
|                                           |             |  |              |  |   |                 |  |   | Additional  |   |   | Share         |  |   | During the  |   |   |            |  
|                                           |             |  |              |  |   |                 |  |   | Paid-in     |   |   | Subscriptions |  |   | Development |   |   |            |  
|                                           |             |  | Shares       |  |   | Par
      Value |  |   | Capital     |   |   | (Receivable)  |  |   | Stage       |   |   | Total      |  
|                                           |             |  |              |  |   |                 |  |   |             |   |   |               |  |   |             |   |   |            |  
|Capital stock issued for cash              | - at $0.001 |  | 5,000,000    |  | $ | 5,000           |  | $ | -           |   | $ | -             |  | $ | -           |   | $ | 5,000      |  
|                                           | - at $0.01  |  | 5,000,000    |  |   | 5,000           |  |   | 45,000      |   |   | -             |  |   |             |   |   | 50,000     |  
|Net loss for the period                    |             |  | -            |  |   | -               |  |   | -           |   |   | -             |  |   | (2,116      | ) |   | (2,116     | )
|Balance, December 31, 1999                 |             |  | 10,000,000   |  |   | 10,000          |  |   | 45,000      |   |   | -             |  |   | (2,116      | ) |   | 52,884     |  
|Capital stock issued for cash              | - at $0.20  |  | 100,000      |  |   | 100             |  |   | 19,900      |   |   | -             |  |   | -           |   |   | 20,000     |  
|Net loss for the year                      |             |  | -            |  |   | -               |  |   | -           |   |   | -             |  |   | (8,176      | ) |   | (8,176     | )
|Balance, December 31, 2000                 |             |  | 10,100,000   |  |   | 10,100          |  |   | 64,900      |   |   | -             |  |   | (10,292     | ) |   | 64,708     |  
|Net loss for the year                      |             |  | -            |  |   | -               |  |   | -           |   |   | -             |  |   | (205        | ) |   | (205       | )
|                                           |             |  |              |  |   |                 |  |   |             |   |   |               |  |   |             |   |   |            |  
|Balance, December 31, 2001                 |             |  | 10,100,000   |  |   | 10,100          |  |   | 64,900      |   |   | -             |  |   | (10,497     | ) |   | 64,503     |  
|Capital stock issued for cash              | - at $0.20  |  | 15,000       |  |   | 15              |  |   | 2,985       |   |   | -             |  |   | -           |   |   | 3,000      |  
|Net loss for the year                      |             |  | -            |  |   | -               |  |   | -           |   |   | -             |  |   | (24,818     | ) |   | (24,818    | )
|Balance, December 31, 2002                 |             |  | 10,115,000   |  |   | 10,115          |  |   | 67,885      |   |   | -             |  |   | (35,315     | ) |   | 42,685     |  
|Net loss for the year                      |             |  | -            |  |   | -               |  |   | -           |   |   | -             |  |   | (21,576     | ) |   | (21,576    | )
|Balance, December 31, 2003                 |             |  | 10,115,000   |  |   | 10,115          |  |   | 67,885      |   |   | -             |  |   | (56,891     | ) |   | 21,109     |  
|Pursuant to the acquisition of patent      | - at $1.96  |  | 4,000,000    |  |   | 4,000           |  |   | 7,836,000   |   |   | -             |  |   | -           |   |   | 7,840,000  |  
|Capital stock issued for patent commission | - at $1.96  |  | 400,000      |  |   | 400             |  |   | 783,600     |   |   | -             |  |   | -           |   |   | 784,000    |  
|Capital stock issued for cash              | - at $1.00  |  | 420,000      |  |   | 420             |  |   | 419,580     |   |   | -             |  |   | -           |   |   | 420,000    |  
|Capital stock issued for commission        | - at $1.00  |  | 42,000       |  |   | 42              |  |   | 41,958      |   |   | -             |  |   | -           |   |   | 42,000     |  
|Less: commission                           |             |  | -            |  |   | -               |  |   | (42,000     | ) |   | -             |  |   | -           |   |   | (42,000    | )
|commission                                 |             |  | -            |  |   | -               |  |   | (35,000     | ) |   | -             |  |   | -           |   |   | (35,000    | )
|Capital stock issued for cash              | - at $2.30  |  | 537,956      |  |   | 538             |  |   | 1,236,761   |   |   | -             |  |   | -           |   |   | 1,237,299  |  
|Capital stock issued for commission        |             |  | 50,594       |  |   | 50              |  |   | 116,316     |   |   | -             |  |   | -           |   |   | 116,366    |  
|Less: commission                           |             |  | -            |  |   | -               |  |   | (116,366    | ) |   | -             |  |   | -           |   |   | (116,366   | )
|Capital contribution                       |             |  | -            |  |   | -               |  |   | 6,000       |   |   | -             |  |   | -           |   |   | 6,000      |  
|Stock subscriptions                        |             |  | -            |  |   | -               |  |   | -           |   |   | 426,329       |  |   | -           |   |   | 426,329    |  
|Net loss for the year                      |             |  | -            |  |   | -               |  |   | -           |   |   | -             |  |   | (1,863,376  | ) |   | (1,863,376 | )
|Balance, December 31, 2004                 |             |  | 15,565,550   |  | $ | 15,565          |  | $ | 10,314,734  |   | $ | 426,329       |  | $ | (1,920,267  | ) | $ | 8,836,361  |  

SEE ACCOMPANYING NOTES

---

ACRONGENOMICS, INC.
  (A Development Stage
  Company)
  INTERIM STATEMENT OF CHANGES IN CAPITAL DEFICIT
  for the period
  August 17, 1999 (Date of Inception) to September 30, 2009
  (Stated in US
    Dollars)
  (Unaudited)

|                                                            |            |  |   |              |   |   |                 |   |        |             |   |   |               |   |   | Deficit     |   |        |             |  
|----------------------------------------------------------- | ---------- |  | - | ------------ | - | - | --------------- | - | ------ | ----------- | - | - | ------------- | - | - | ----------- | - | ------ | ----------- | -
|                                                            |            |  |   | Common Stock |   |   |                 |   |        | Accumulated |   |   |               |  
|                                                            |            |  |   |              |   |   |                 |   |        | Additional  |   |   | Share         |   |   | During the  |   |        |             |  
|                                                            |            |  |   |              |   |   |                 |   |        | Paid-in     |   |   | Subscriptions |   |   | Development |   |        |             |  
|                                                            |            |  |   | Shares       |   |   | Par
      Value |   |        | Capital     |   |   | (Receivable)  |   |   | Stage       |   |        | Total       |  
|Balance, December 31, 2004                                  |            |  | $ | 15,565,550   |   | $ | 15,565          |   | $      | 10,314,734  |   | $ | 426,329       |   | $ | (1,920,267  | ) | $      | 8,836,361   |  
|Capital stock issued for cash                               | - at $2.30 |  |   | 72,500       |   |   | 73              |   |        | 166,677     |   |   | -             |   |   | -           |   |        | 166,750     |  
|                                                            | - at $2.40 |  |   | 108,168      |   |   | 108             |   |        | 259,495     |   |   | -             |   |   | -           |   |        | 259,603     |  
|                                                            | - at $3.50 |  |   | 551,443      |   |   | 551             |   |        | 1,929,499   |   |   | -             |   |   | -           |   |        | 1,930,050   |  
|                                                            | - at $4.00 |  |   | 915,125      |   |   | 915             |   |        | 3,659,585   |   |   | (386,329      | ) |   | -           |   |        | 3,274,171   |  
|Capital stock issued for commission                         | - at $4.00 |  |   | 81,337       |   |   | 82              |   |        | 325,266     |   |   | -             |   |   | -           |   |        | 325,348     |  
|Less: commission                                            |            |  |   | -            |   |   | -               |   |        | (325,348    | ) |   | -             |   |   | -           |   |        | (325,348    | )
|commission                                                  |            |  |   | -            |   |   | -               |   |        | (24,900     | ) |   | -             |   |   | -           |   |        | (24,900     | )
|Capital stock issued for cash pursuant to
      exercise of |            |  |   |              |   |   |                 |   |        |             |   |   |               |   |   |             |   |        |             |  
|warrants                                                    | - at $1.00 |  |   | 420,000      |   |   | 420             |   |        | 419,580     |   |   | -             |   |   | -           |   |        | 420,000     |  
|Stock-based compensation                                    |            |  |   | -            |   |   | -               |   |        | 364,000     |   |   | -             |   |   | -           |   |        | 364,000     |  
|Capital stock issued for consulting services                | - at $4.68 |  |   | 100,000      |   |   | 100             |   |        | 467,900     |   |   | -             |   |   | -           |   |        | 468,000     |  
|Net loss from continuing operations                         |            |  |   | -            |   |   | -               |   |        | -           |   |   | -             |   |   | (14,152,210 | ) |        | (14,152,210 | )
|Net loss from discontinued operations                       |            |  |   |              |   |   |                 |   |        |             |   |   |               |   |   | (1,935      | ) |        | (1,935      | )
|Capital contribution from subsidiary on
      disposition   |            |  | - |              |   | - |                 |   | (6,000 | )           |   | - |               |   | - |             |   | (6,000 | )          
|Balance, December 31, 2005                                  |            |  |   | 17,814,123   |   |   | 17,814          |   |        | 17,550,488  |   |   | 40,000        |   |   | (16,074,412 | ) |        | 1,533,890   |  
|Cancellation of shares                                      |            |  |   | (4,000,000   | ) |   | (4,000          | ) |        | 4,000       |   |   | -             |   |   | -           |   |        | -           |  
|Stock-based compensation                                    |            |  |   | -            |   |   | -               |   |        | 529,673     |   |   | -             |   |   | -           |   |        | 529,673     |  
|Capital stock issued for cash                               | - at $0.75 |  |   | 317,334      |   |   | 317             |   |        | 237,683     |   |   | -             |   |   | -           |   |        | 238,000     |  
|Less: share issue costs                                     |            |  |   | -            |   |   | -               |   |        | (6,300      | ) |   | -             |   |   | -           |   |        | (6,300      | )
|Net loss for the year                                       |            |  |   | -            |   |   | -               |   |        | -           |   |   | -             |   |   | (2,480,288  | ) |        | (2,480,288  | )
|Balance, December 31, 2006                                  |            |  |   | 14,131,457   |   |   | 14,131          |   |        | 18,315,544  |   |   | 40,000        |   |   | (18,554,700 | ) |        | (185,025    | )
|Capital stock issued for cash:                              | - at $0.50 |  |   | 220,000      |   |   | 220             |   |        | 109,780     |   |   | (40,000       | ) |   | -           |   |        | 70,000      |  
|                                                            | - at $0.80 |  |   | 250,000      |   |   | 250             |   |        | 199,750     |   |   | -             |   |   | -           |   |        | 200,000     |  
|                                                            | - at $1.10 |  |   | 2,230,924    |   |   | 2,231           |   |        | 2,451,785   |   |   | (3,300        | ) |   | -           |   |        | 2,450,716   |  
|Capital stock issued for commission                         |            |  |   | 126,090      |   |   | 126             |   |        | (126        | ) |   | -             |   |   | -           |   |        | -           |  
|Less: commission - cash                                     |            |  |   | -            |   |   | -               |   |        | (64,021     | ) |   | -             |   |   | -           |   |        | (64,021     | )
|Stock as bonus                                              | - at $0.86 |  |   | 750,000      |   |   | 750             |   |        | 644,250     |   |   | -             |   |   | -           |   |        | 645,000     |  
|Stock issued to settle accounts payable                     | - at $1.00 |  |   | 158,000      |   |   | 158             |   |        | 157,842     |   |   | -             |   |   | -           |   |        | 158,000     |  
|Stock-based compensation                                    |            |  |   | -            |   |   | -               |   |        | 533,252     |   |   | -             |   |   | -           |   |        | 533,252     |  
|Net loss for the year                                       |            |  |   | -            |   |   | -               |   |        | -           |   |   | -             |   |   | (5,056,117  | ) |        | (5,056,117  | )
|Balance, December 31, 2007                                  |            |  |   | 17,866,471   |   | $ | 17,866          |   | $      | 22,348,056  |   | $ | (3,300        | ) | $ | (23,610,817 | ) | $      | (1,248,195  | )

SEE ACCOMPANYING NOTES

---

ACRONGENOMICS, INC.
  (A Development Stage
  Company)
  STATEMENT OF CHANGES IN CAPITAL DEFICIT
  for the period August 17,
  1999 (Date of Inception) to September 30, 2009
  (Stated in US
    Dollars)
  (Unaudited)

|                                                         |            |  |  |              |  |   |                 |  |   |             |   |   |               |   |   | Deficit     |   |   |            |  
|-------------------------------------------------------- | ---------- |  |  | ------------ |  | - | --------------- |  | - | ----------- | - | - | ------------- | - | - | ----------- | - | - | ---------- | -
|                                                         |            |  |  | Common Stock |  |   |                 |  |   | Accumulated |   |   |               |  
|                                                         |            |  |  |              |  |   |                 |  |   | Additional  |   |   | Share         |   |   | During the  |   |   |            |  
|                                                         |            |  |  |              |  |   |                 |  |   | Paid-in     |   |   | Subscriptions |   |   | Development |   |   |            |  
|                                                         |            |  |  | Shares       |  |   | Par
      Value |  |   | Capital     |   |   | (Receivable)  |   |   | Stage       |   |   | Total      |  
|                                                         |            |  |  |              |  |   |                 |  |   |             |   |   |               |   |   |             |   |   |            |  
|Balance, December 31, 2007                               |            |  |  | 17,866,471   |  | $ | 17,866          |  | $ | 22,348,056  |   | $ | (3,300        | ) | $ | (23,610,817 | ) | $ | (1,248,195 | )
|Stock Subscriptions                                      |            |  |  | -            |  |   | -               |  |   | -           |   |   | 29,800        |   |   | -           |   |   | 29,800     |  
|Capital stock issued for cash:                           | - at $0.80 |  |  | 1,250,010    |  |   | 1,250           |  |   | 998,758     |   |   | -             |   |   | -           |   |   | 1,000,008  |  
|                                                         | - at $1.10 |  |  | 90,000       |  |   | 90              |  |   | 98,910      |   |   | -             |   |   | -           |   |   | 99,000     |  
|                                                         | - at $0.40 |  |  | 1,450,250    |  |   | 1,450           |  |   | 578,650     |   |   | -             |   |   | -           |   |   | 580,100    |  
|Capital stock issued for consulting and management fees  |            |  |  |              |  |   |                 |  |   |             |   |   |               |   |   |             |   |   |           
|                                                         | - at $0.95 |  |  | 150,000      |  |   | 150             |  |   | 142,350     |   |   | -             |   |   | -           |   |   | 142,500    |  
|                                                         | - at $0.53 |  |  | 150,000      |  |   | 150             |  |   | 79,350      |   |   | -             |   |   | -           |   |   | 79,500     |  
|                                                         | - at $0.27 |  |  | 1,650,000    |  |   | 1,650           |  |   | 443,850     |   |   | -             |   |   | -           |   |   | 445,500    |  
|Less: commission - cash                                  |            |  |  | -            |  |   | -               |  |   | (169,460    | ) |   | -             |   |   | -           |   |   | (169,460   | )
|Capital stock issued to settle accounts
      payable:   | - at $0.95 |  |  | 150,000      |  |   | 150             |  |   | 142,350     |   |   | -             |   |   | -           |   |   | 142,500    |  
|                                                         | - at $0.79 |  |  | 1,150,000    |  |   | 1,150           |  |   | 907,350     |   |   | -             |   |   | -           |   |   | 908,500    |  
|Beneficial conversion feature on
      convertible notes |            |  |  | -            |  |   | -               |  |   | 482,124     |   |   | -             |   |   | -           |   |   | 482,124    |  
|Stock-based compensation                                 |            |  |  | -            |  |   | -               |  |   | 454,919     |   |   | -             |   |   | -           |   |   | 454,919    |  
|Net loss for the year                                    |            |  |  | -            |  |   | -               |  |   | -           |   |   | -             |   |   | (3,022,005  | ) |   | (3,022,005 | )
|                                                         |            |  |  |              |  |   |                 |  |   |             |   |   |               |   |   |             |   |   |            |  
|Balance, December 31, 2008                               |            |  |  | 23,906,731   |  |   | 23,906          |  |   | 26,507,207  |   |   | 26,500        |   |   | (26,632,822 | ) |   | (75,209    | )
|Capital stock issued for subscription receivable         | - at $0.40 |  |  | 66,250       |  |   | 66              |  |   | 26,434      |   |   | (26,500       | ) |   | -           |   |   | -          |  
|Stock Subscriptions  Note 7                             |            |  |  | -            |  |   | -               |  |   | -           |   |   | 42,000        |   |   | -           |   |   | 42,000     |  
|Capital stock issued for cash                            | - at $0.40 |  |  | 1,452,500    |  |   | 1,453           |  |   | 579,547     |   |   | -             |   |   | -           |   |   | 581,000    |  
|Less: commission                                         |            |  |  | -            |  |   | -               |  |   | (56,600     | ) |   | -             |   |   | -           |   |   | (56,600    | )
|Stock-based compensation  Note 7                        |            |  |  | -            |  |   | -               |  |   | 24,912      |   |   | -             |   |   | -           |   |   | 24,912     |  
|Net loss for the period                                  |            |  |  | -            |  |   | -               |  |   | -           |   |   | -             |   |   | (637,117    | ) |   | (637,117   | )
|Balance, September 30, 2009                              |            |  |  | 25,425,481   |  | $ | 25,425          |  | $ | 27,081,500  |   | $ | 42,000        |   | $ | (27,269,939 | ) | $ | (121,014   | )

SEE ACCOMPANYING NOTES

---

ACRONGENOMICS, INC.
  (A Development Stage Company)
  NOTES TO THE INTERIM FINANCIAL STATEMENTS
  September 30, 2009 and 2008
  (Stated in US Dollars)
  (Unaudited)

|Note 1 | Nature of Operations and Ability to Continue as a Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The Company was incorporated in the State of Nevada, USA on August 17, 1999 as Cellway Ventures Inc. Effective February 25, 2004, the Company changed its name to Acrongenomics, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The Company is in the development stage. The Companys business is research and development in the field of life science including BioLED technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | These financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America on a going concern basis, which assumes that the Company will continue to realize its assets
      and discharge its obligations and commitments in the normal course of operations. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be
      necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At September 30, 2009, the Company had not yet achieved profitable operations, had accumulated losses of
      $27,269,939 since its inception, has a working capital deficiency of $1,201,887 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Companys ability to continue as a
      going concern. The Companys ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from
      normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is
      no assurance of additional funding being available.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein. It is suggested that these interim
      financial statements be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2008. The interim results are not necessarily indicative of the operating results expected for the fiscal year ending on
      December 31, 2009. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations,
      although the Company believes that the disclosures herein are adequate to make the information presented not misleading.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in US Dollars)
  (Unaudited)

|Note 2 | Recently Issued Accounting Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | In December 2007, the FASB revised the authoritative guidance for business combinations, which establishes the principles and requirements for how the acquirer in a business combination (i) recognizes and measures in its financial
      statements the identifiable assets acquired, the liabilities assumed and any non- controlling interest in the acquiree, (ii) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase and (iii)
      determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance is effective for financial statements issued for fiscal years beginning after
      December 15, 2008. The impact of this guidance on the Companys consolidated financial statements will ultimately depend on the terms of any future business transactions.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | In December 2007, the FASB issued guidance on accounting for collaborative arrangements related to the development and commercialization of intellectual property. This guidance discusses the appropriate income statement
      presentation and classification for the activities and payments between the participants in arrangements related to the development and commercialization of intellectual property. The sufficiency of disclosure related to these arrangements is also
      specified. This guidance was effective for fiscal years beginning after December 15, 2008 and, as a result, was effective for the Company as of January 1, 2009. The adoption of this guidance had no material impact on its financial position and
      results of operations. However, based upon the nature of the Companys business, it could have a material impact on its financial position and results of operations in future years.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | In June 2008, the FASB issued guidance on determining whether an instrument (or embedded feature) is indexed to an entitys own stock and whether the instrument (or embedded feature) would qualify as a scope exception under
      the guidance for accounting for derivative instruments. This guidance was effective for financial statements issued for fiscal years beginning after December 15, 2008 and the adoption of this guidance did not have a material effect on its results of
      operations and financial condition.                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | In May 2009, the FASB issued guidance related to accounting for and disclosure of events that happen after the date of the balance sheet but before the release of the financial statements. The guidance requires the disclosure of
      the date through which an entity has evaluated subsequent events and the basis for selecting that date. This guidance was effective for reporting periods ending after June 15, 2009. The adoption of this guidance did not have a material effect on its
      financial position or results of operations.                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | In June 2009, the FASB issued the FASB Accounting Standards Codification (Codification) establishing the sole source of authoritative U.S. generally accepted accounting principles (GAAP). Pursuant to the
      provisions of the Codification, the Company has updated references to GAAP in its financial statements for the period ended September 30, 2009. The adoption of the Codification did not impact the Companys financial position or results of
      operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                         

---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes
  to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in
  US Dollars)
  (Unaudited)

|Note 3 | Investment in Molecular Vision Ltd.                                                            
|------ | -----------------------------------------------------------------------------------------------
|       |                                                                                                
|       | The Companys investment in Molecular Vision Ltd.
      (Molecular) is summarized as follows:

| |                                                  |  | Number of Molecular |  |   |           | 
| | ------------------------------------------------ |  | ------------------- |  | - | --------- | 
| |                                                  |  | shares owned        |  |   | Amount    | 
| |                                                  |  |                     |  |   |           | 
| | Balance - December 31, 2008                      |  | 33,734              |  | $ | 791,230   | 
| | Acquisition of Molecular shares for GBP £166,042 |  | 19,426              |  |   | 275,501   | 
| |                                                  |  |                     |  |   |           | 
| | Balance as at September 30, 2009                 |  | 53,160              |  | $ | 1,066,731 | 

|       | The 53,160 shares owned in Molecular above represent
      17.2% of the total issued shares of Molecular as at September 30, 2009
      (December 31, 2008 - 17.2_%).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 4 | Convertible Promissory Notes Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | On June 12, 2008, the Company was loaned $394,136 by a
      director of the Company by the issuance of a convertible promissory note,
      payable on demand, with interest accruing on the balance of principal
      outstanding at 8% per annum, compounded monthly and payable monthly.
      Effective March 1, 2009, the interest rate on the note increased to 10%
      per annum. On July 15, 2009, the Company was loaned an additional $150,000
      by the same director of the Company by issuance of a convertible
      promissory note, payable on demand, with interest accruing on the balance
      of the principal outstanding at 10% per annum compounded monthly and
      payable monthly. The Company agreed to pay to the lenders a 5% fee
      ($7,500) to cover the cost of obtaining funds. Both notes may be converted
      into units of the Company at any time and at the option of the lender at
      the rate of $0.40 per unit. Each unit will consist of one common share and
      one share purchase warrant exercisable at $0.75 per share for a period of
      two years from the date of issuance. The notes are collaterized by an
      interest in all property of the Company.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Effective for the renewal of the original convertible
      promissory note, and for the additional note totaling $150,000, if they
      are not converted and are repaid in full, they will be repaid in Canadian
      dollars, at a rate not less than US $1 = $CDN 1.27. The Companys
      obligation to repay the notes in Canadian dollars at an exchange rate of
      not less than $US 1 = $CDN 1.27 represents a derivative liability based on
      the US  Canadian dollar exchange rate and for which the Company is
      required to measure the change in its fair value. As at September 30,
      2009, this derivative liability had a fair value of $107,515 (December 31,
      2008: $Nil).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 5 | Loans Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | Loans payable are unsecured, non-interest bearing and
      have no specific terms for repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes
  to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in
  US Dollars)
  (Unaudited)

|Note 6 | Related Party Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                     
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | The Company incurred the following charges with directors
      and officers, companies with a common director and former director, an
      officer and director of a company of which a former officer and director
      is the spouse of the Companys president; the research and development
      expenditures were paid to a company in which a former officer and director
      of the Company is the spouse of the Companys former
      president:

| |                           |   |                            |  |   |                           |  |   |               |  |   |           |  |   | August 17, | 
| | ------------------------- | - | -------------------------- |  | - | ------------------------- |  | - | ------------- |  | - | --------- |  | - | ---------- | 
| |                           |   |                            |  |   |                           |  |   |               |  |   |           |  |   | 1999       | 
| |                           |   |                            |  |   |                           |  |   |               |  |   |           |  |   | (Date of   | 
| |                           |   |                            |  |   |                           |  |   |               |  |   |           |  |   | Inception) | 
| |                           |   | For the Three Months Ended |  |   | For the Nine Months Ended |  |   | to            | 
| |                           |   | September 30,              |  |   | September 30,             |  |   | September 30, | 
| |                           |   | 2009                       |  |   | 2008                      |  |   | 2009          |  |   | 2008      |  |   | 2009       | 
| |                           |   |                            |  |   |                           |  |   |               |  |   |           |  |   |            | 
| | Accounting fees           | $ | 12,994                     |  | $ | 14,913                    |  | $ | 64,699        |  | $ | 53,258    |  | $ | 339,842    | 
| | Consulting fees           |   | 34,500                     |  |   | 15,435                    |  |   | 123,500       |  |   | 191,383   |  |   | 661,151    | 
| | Legal fees                |   | -                          |  |   | -                         |  |   | -             |  |   | -         |  |   | 60,656     | 
| | Management fees           |   | -                          |  |   | 99,920                    |  |   | -             |  |   | 369,829   |  |   | 2,747,128  | 
| | Rent                      |   | -                          |  |   | -                         |  |   | -             |  |   | -         |  |   | 36,000     | 
| | Research and              |   |                            |  |   |                           |  |   |               |  |   |           |  |   |            | 
| | development               |   | -                          |  |   | -                         |  |   | -             |  |   | 648,407   |  |   | 6,252,596  | 
| | Interest and accretion on |   |                            |  |   |                           |  |   |               |  |   |           |  |   |            | 
| | convertible Promissory    |   |                            |  |   |                           |  |   |               |  |   |           |  |   |            | 
| | note - Note 4             |   | 19,781                     |  |   | 8,059                     |  |   | 35,504        |  |   | 167,268   |  |   | 344,991    | 
| |                           | $ | 67,275                     |  | $ | 138,327                   |  | $ | 223,703       |  | $ | 1,430,415 |  | $ | 10,442,364 | 

|       | Research and development expenditures charged by a
      related company were comprised of testing costs of the molecular
      diagnostic test products.                                                                                                                                                                                                             
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                       
|       | Accounts payable and accrued liabilities at September 30,
      2009 includes $ 172,156 (December 31, 2008: $149,062) owing to companies
      with a common director, a former director and a company of which a former
      officer and director is the spouse of the Companys former president for
      accounting, management and consulting services received.
|       |                                                                                                                                                                                                                                                                                                                                                                       
|Note 7 | Common Stock                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                       
|       | On February 1, 2008, the Company issued 90,000 units at
      $1.10 per unit for total proceeds of $99,000. Each unit consisted of one
      share and one half common share purchase warrant exercisable for 18 months
      at a price of $1.50 per warrant.                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                       
|       | On February 1, 2008, the Company issued a total of
      300,000 common shares to two consultants at a quoted market price of $0.95
      per share for a total of $285,000 for their consulting services performed
      for the Company, of which 150,000 common shares were issued in respect of
      amounts previously accrued in accounts
      payable.       

---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in US Dollars)
  (Unaudited)

|Note 7 | Common Stock (contd)                                                                                                                                                                                                                                                                                                               
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                      
|       | On February 14, 2008, the Company issued 1,150,000 common shares to two consultants at a quoted market price of $0.79 per share for a total of $908,500 to settle accounts payable for past consulting services performed for
      the Company.                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                      
|       | On February 15, 2008, the Company issued 1,250,010 units at $0.80 per unit for total proceeds of $1,000,008. Each unit consisted of one share and one common share purchase warrant exercisable for 18 months at a price of
      $1.60 per warrant.                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                      
|       | Between July 2, 2008 and February 6, 2009, the Company issued 2,141,500 units at $0.40 per unit for total proceeds of $856,600 (2008: 1,450,250 units for total proceeds of $580,100). Each unit consisted of one common
      share and one share purchase warrant exercisable at $0.75 until April 20, 2009.                       
|       |                                                                                                                                                                                                                                                                                                                                      
|       | On June 12, 2008, the Company issued 150,000 common shares to two consultants at a quoted market price of $0.53 per share for a total of $79,500 for their consulting services performed for the Company.                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                      
|       | On November 14, 2008, the Company issued 200,000 common shares to one consultant at a quoted market price of $0.27 per share for a total of $54,000 for consulting services rendered to the Company.                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                      
|       | On December 12, 2008, the Company issued 1,450,000 common shares to three consultants at a quoted market price of $0.27 per share for a total of $391,500 for their consulting services rendered to the Company.                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                      
|       | On February 6, 2009, the Company issued 625,000 units pursuant to a private placement at $0.40 per share for total proceeds of $250,000. Each unit consisted of one share and one common share purchase warrant exercisable at
      $0.75 for a period of two (2) years. The Company paid a commission of $25,000 on this placement.
|       |                                                                                                                                                                                                                                                                                                                                      
|       | On February 6, 2009, the Company issued 66,250 units pursuant to a subscription receivable of $26,500 as at December 31, 2008. Each unit consisted of one share and one common share purchase warrant exercisable at $0.75 for
      a period of two (2) years.                                                                      
|       |                                                                                                                                                                                                                                                                                                                                      
|       | On May 15, 2009, the Company issued 525,000 units pursuant to a private placement at $0.40 per share for total proceeds of $210,000. Each unit consisted of one share and one common share purchase warrant exercisable at
      $0.75 for a period of two (2) years. The Company paid a commission of $16,000 on this placement.    
|       |                                                                                                                                                                                                                                                                                                                                      
|       | On September 16, 2009, the Company issued 165,000 units pursuant to a private placement at $0.40 per share for total proceeds of $66,000. Each unit consisted of one share and one common share purchase warrant exercisable
      at $0.75 for a period of two (2) years. The Company paid a commission of $5,900 on this placement.
|       |                                                                                                                                                                                                                                                                                                                                      
|       | On September 30, 2009, the Company issued 137,500 units at $0.40 per unit for total proceeds of $55,000. Each unit consists of one share and one common share purchase warrant exercisable at $0.75 for a period of two
      (2) years. The Company paid a commission of $9,700 on this placement.                                  

---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes
  to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in
  US Dollars)
  (Unaudited)

|Note 7 | Common Stock  (contd)
|------ | -----------------------
|       |                        
|       | Commitments            
|       |                        
|       | a)                     
|       |                        

| |                            | September 30, 2009 | December 31, 2008
| | -------------------------- | ------------------ | -----------------
| |                            |                    | Weighted         
| |                            |                    | Average          
| |                            | Number of          | Exercise         
| |                            | Warrants           | Price            
| |                            |                    |                  
| | Outstanding, beginning of  | 3,257,870          | $1.20            
| | period                     |                    |                  
| | Issued                     | 1,518,750          | $0.75            
| | Expired                    | (3,257,870)        | $1.21            
| |                            |                    |                  
| | Outstanding, end of period | 1,518,750          | $0.75            

The following table summarizes the warrants outstanding as at
September 30, 2009:

| | Number Outstanding |  | Exercise |                   
| | ------------------ |  | -------- | ------------------
| | and Exercisable    |  | Price    | Expiry Date       
| |                    |  |          |                   
| | 20,000             |  | $0.75    | January 31, 2011  
| | 671,250            |  | $0.75    | February 28, 2011 
| | 525,000            |  | $0.75    | May 31, 2011      
| | 302,500            |  | $0.75    | September 30, 2011
| |                    |  |          |                   
| | 1,518,750          |  |          |                   

---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes
  to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in
  US Dollars)
  (Unaudited)

|Note 7 | Common Stock  (contd)
|------ | -----------------------
|       |                        
|       | Commitments  (contd) 
|       |                        
|       | b)                     
|       |                        
|       |                        
|       |                        
|       |                        

September 30, 2009
      
      
      December 31, 2008Weighted
      
      
      
      
      WeightedAverage
      
      
      
      
      AverageNumber of
      
      Exercise
      
      
      Number of
      
      ExerciseOptions
      
      Price
      
      
      Options
      
      PriceOutstanding, beginning ofperiod
      
      2,100,000
      
      $0.86
      
      
      3,500,000
      
      $0.70Granted
      
      -
      
      -
      
      
      700,000
      
      $0.57Cancelled
      
      -
      
      -
      
      
      (2,100,000
      )
      $0.50Outstanding, end of period
      
      2,100,000
      
      $0.86
      
      
      2,100,000
      
      $0.86Exercisable, end of period
      
      2,000,000
      
      $0.86
      
      
      1,800,000
      
      $0.92


At September 30, 2009, the following stock options were
outstanding:

AggregateNumber of shares
      
      
      
      
      
      
      Aggregate
      
      
      IntrinsicTotal
      
      Number
      
      Exercise
      
      Expiry
      
      
      Intrinsic
      
      
      ValueNumber
      
      Vested
      
      Price
      
      Date
      
      
      Value
      
      
      of Vestedoptions600,000 (1)
      
      600,000
      
      $ 1.00
      
      March 22, 2012
      
      $
      -
      
      $
      -100,000 (2)
      
      100,000
      
      $ 2.50
      
      May 3, 2016
      
      $
      -
      
      $
      -600,000 (3)
      
      600,000
      
      $ 0.50
      
      February
        12, 2017
      
      $
      -
      
      $
      -500,000 (4)
      
      500,000
      
      $ 0.60
      
      March 31, 2018
      
      $
      -
      
      $
      -100,000 (5)
      
      100,000
      
      $ 0.50
      
      April 1, 2018
      
      $
      -
      
      $
      -200,000 (6)
      
      100,000
      
      $ 0.50
      
      April 1, 2018
      
      $
      -
      
      $
      -2,100,000
      
      2,000,000


---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes
  to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in
  US Dollars)
  (Unaudited)

|Note 7 | Common Stock  (contd)
|------ | -----------------------
|       |                        
|       | Commitments  (contd) 
|       |                        
|       | b)                     
|       |                        
|       |                        
|       |                        
|       |                        
|       |                        
|       |                        
|       |                        
|       |                        
|       |                        
|       |                        
|       |                        
|       |                        

---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes
  to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in
  US Dollars)
  (Unaudited)

|Note 7  | Common Stock  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Commitments  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 8  | Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | The Company is subject to various amounts claimed arising
      in the ordinary course of business and which are in dispute. There has not
      been any material amount accrued in the financial statements with respect
      to the various amounts claimed due to the Company being unable to make a
      reasonable estimate of any potential liability resulting from the
      resolution of these claims.                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 9  | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Subscription Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Subsequent to September 30, 2009, the Company received
      $20,000 pursuant to subscription agreements for 50,000 units at $0.40 per
      unit. Each unit consists of one common share and one share purchase
      warrant exercisable into one additional common share of the Company for
      $0.75 for a period of two (2) years from the date of issuance. Commissions
      of 10% were paid in connection with this subscription.                                                                                                                                                                                                                                                                                                                 
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 10 | Deposit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | The Company agreed to acquire 60% of the outstanding
      shares of Vardisto Investments Ltd. (Vardisto), a private Cyprus company
      which has beneficial ownership in intellectual property. As consideration
      for this acquisition, the Company intends to issue 9,000,000 common shares
      of the Company to the vendor. This acquisition will be accounted for in
      accordance with SFAS 141(R) whereby the Company will recognize the assets
      acquired, the liabilities assumed, and any non-controlling interest in
      Vardisto at the acquisition date, measured at their fair values as of that
      date. The acquisition has not yet closed and is conditional upon various
      approvals and other events occurring.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | During the period ended September 30, 2009, the Company
      advanced $14,142 (€10,000) to Vardisto as a deposit on the
      acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in US Dollars)
  (Unaudited)

|Note 11 | Non-cash Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | During the nine months ended September 30, 2008, the Company terminated the services of the former CEO. In accordance with the terms of the original employment agreement, the former CEO was to be issued common shares of the
      Company upon the achievement of certain milestones. The Company determined the milestones were likely to be achieved and accrued the shares to be issued as a liability. Upon the termination of the former CEO, the Company had accrued a liability of
      $491,749 and reallocated this balance accrued by reversing the accrued liability and recognizing a recovery in the Statement of Operations.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | During the nine months ended September 30, 2008, the Company issued 150,000 common shares at $0.95 per share as prepayment for consulting services to be received from February 1, 2008 to February 1, 2009 and at September 30,
      2008, $47,500 was included in prepaid expenses. During the nine months ended September 30, 2008, the Company recorded consulting fees of $95,000 charged to the statements of operations.                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | During the nine months ended September 30, 2008, the Company issued 150,000 common shares at $0.95 per share for consulting services provided to the Company during the period form April 1, 2007 to February 1, 2008. As at
      December 31, 2007, $128,250 had been accrued and included with accounts payable and accrued liabilities. During the nine months ended September 30, 2008, the Company recorded consulting fees of $14,250 charged to the statements of
      operations.                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | During the nine months ended September 30, 2008, the Company issued 1,150,000 common shares at $0.79 per share and 550,000 common shares valued at $0.53 per share to the directors of the Company in recognition for their
      services provided. As at December 31, 2007, $817,650 had been accrued and included with accounts payable and accrued liabilities. During the six months ended June 30, 2008, the Company recorded management fees of $350,750 and consulting fees
      of $31,600 charged to the statements of operations.                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | These transactions have been excluded from the statements of cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes
  to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in
  US Dollars)
  (Unaudited)

|Note 12 | Prior Period Correction                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | In its prior fiscal year, during the nine months ended
      September 30, 2008, as a result of terminating its previous development
      agreement with Molecular Vision Ltd.(MV), the Company received a refund
      of $648,407 (GBP£ 345,000) from MV as consideration for terminating the
      development agreement in respect of funds that had been previously
      advanced and had yet to be utilized. In addition, the Company received
      12,801 shares of MV which it determined had a value of $793,560 and
      accordingly had recorded a gain on disposal of rights under development
      agreement in the same amount. This refund of $648,407 had originally been
      recorded as: $289,289 (GBP£145,000) to purchase a further 4,367 shares of
      Molecular, $156,615 (GBP£78,500) applied to amounts owing to Molecular
      (applied to accounts payable at September 30, 2008) and the remaining
      $202,503 (GBP£101,500) to be refunded in cash to the Company (recorded as
      amount receivable at September 30, 2008 and received subsequent to
      September 30, 2008). However, subsequent to preparing the September 30,
      2008 financial statements and prior to preparing the financial statements
      for the year ended December 31, 2008, the Company determined that given
      its ongoing involvement with MV, the funds previously advanced should be
      charged to the Statement of Operations as research and development
      expenses. As well, the Company ascribed no value to the additional shares
      of MV it received and accordingly reversed the gain it had previously
      recorded. The cash refunded subsequent to September 30, 2008 was recorded
      as a reduction in the carrying value of the investment in MV.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | During the year ended December 31, 2008, the Company
      corrected an error in respect of the accounting for an accrued liability
      in the amount of $491,749 based on the fair value of performance shares
      that were to be issued to the to the former CEO of the Company. Upon his
      resignation, given that the shares were not going to be issued, the
      Company wrote off the liability and reflected the amount as a contribution
      to additional paid-in capital. Instead, the Company subsequently
      determined that the amount should be recorded as a recovery of management
      fees.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        | The effects of these corrections on the financial
      statements for the three and nine months ended September 30, 2008 is as
      follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

| |                                                             |   | Three months  |  |   | Nine months   |  
| | ----------------------------------------------------------- | - | ------------- |  | - | ------------- | -
| |                                                             |   | ended         |  |   | ended         |  
| |                                                             |   | September 30, |  |   | September 30, |  
| |                                                             |   | 2008          |  |   | 2008          |  
| |                                                             |   |               |  |   |               |  
| | Statement of operations                                     |   |               |  |   |               |  
| | Research and development                                    |   |               |  |   |               |  
| | As previously reported                                      | $ | -             |  | $ | -             |  
| | Previously advanced funds expensed                          |   | -             |  |   | 648,407       |  
| | As restated                                                 | $ | -             |  | $ | 648,407       |  
| | Management Fees                                             |   |               |  |   |               |  
| | As previously reported                                      | $ | 109,920       |  | $ | 931,578       |  
| | Recovery of fees expensed for performance shares not issued |   | -             |  |   | (491,749      | )
| | As restated                                                 | $ | 109,920       |  | $ | 439,829       |  

---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes
  to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in
  US Dollars)
  (Unaudited)

|Note 12 | Prior Period Correction
      -(cont'd)
|------- | ---------------------------------------

| |                                                                   |   | Three months  |   |   | Nine months   |  
| | ----------------------------------------------------------------- | - | ------------- | - | - | ------------- | -
| |                                                                   |   | ended         |   |   | ended         |  
| |                                                                   |   | September 30, |   |   | September 30, |  
| |                                                                   |   | 2008          |   |   | 2008          |  
| |                                                                   |   |               |   |   |               |  
| | Statement of operations  (contd)                                |   |               |   |   |               |  
| | Gain on disposal of rights under
      development agreement      |   |               |   |   |               |  
| | As previously reported                                            | $ | 793,560       |   | $ | 793,560       |  
| | Reverse recognition of gain                                       |   | (793,560      | ) |   | (793,560      | )
| | As restated                                                       | $ | -             |   | $ | -             |  
| | Foreign Exchange gain (loss)                                      |   |               |   |   |               |  
| | As previously reported                                            | $ | (52,714       | ) | $ | (45,340       | )
| | Foreign exchange effect of transaction                            |   | 52,714        |   |   | 52,714        |  
| | As restated                                                       | $ | -             |   | $ | 7,374         |  
| |                                                                   |   |               |   |   |               |  
| | Net income
      (loss) for the period                            |   |               |   |   |               |  
| | As
      previously reported                                      | $ | 427,573       |   | $ | (1,269,513    | )
| | Previously advanced research and development funds expensed       |   | -             |   |   | (648,407      | )
| | Recovery of fees expensed for performance shares not issued       |   | -             |   |   | 491,749       |  
| | Reverse recognition of gain on disposal of rights under the       |   |               |   |   |               |  
| | development agreement                                             |   | (793,560      | ) |   | (793,560      | )
| | Foreign exchange                                                  |   | 52,714        |   |   | 52,714        |  
| |                                                                   | $ | (313,273      | ) | $ | (2,167,017    | )
| |                                                                   |   |               |   |   |               |  
| |                                                                   |   |               |   |   |               |  
| |                                                                   |   |               |   |   |               |  
| | Basic and diluted gain (loss) per share                           |   |               |   |   |               |  
| | As previously
      reported                                      | $ | 0.02          |   | $ | (0.06         | )
| | Previously advanced research and
      development funds expensed |   | -             |   |   | (0.03         | )
| | Recovery of fees
      expensed for performance shares not issued |   | -             |   |   | 0.02          |  
| | Reverse recognition of gain                                       |   | (0.03         | ) |   | (0.04         | )
| | Foreign exchange                                                  |   | -             |   |   | -             |  
| | As restated                                                       | $ | (0.01         | ) | $ | (0.11         | )
| |                                                                   |   |               |   |   |               |  
| | Statement of cash flows                                           |   |               |   |   |               |  
| | Net cash used in operating activities                             |   |               |   |   |               |  
| | As previously reported                                            |   |               |   | $ | (843,418      | )
| | Reverse portion
      of MV refund used to purchase MV shares     |   |               |   |   | (289,289      | )
| |                                                                   |   |               |   |   |               |  
| | As restated                                                       |   |               |   | $ | (1,132,707    | )

---

Acrongenomics, Inc.
  (A Development Stage Company)
  Notes
  to the Interim Financial Statements
  September 30, 2009 and 2008
  (Stated in
  US Dollars)
  (Unaudited)

|Note 12 | Prior Period Correction
      -(cont'd)
|------- | ---------------------------------------

| |                                                               |   | Nine months   |  
| | ------------------------------------------------------------- | - | ------------- | -
| |                                                               |   | ended         |  
| |                                                               |   | September 30, |  
| |                                                               |   | 2008          |  
| |                                                               |   |               |  
| |                                                               |   |               |  
| | Statement of cash flows (contd)                             |   |               |  
| |                                                               |   |               |  
| | Net cash used in investing activities                         |   |               |  
| | As previously
      reported                                  | $ | (1,386,928    | )
| | Reverse portion of MV refund
      used to purchase MV shares |   | 289,289       |  
| |                                                               |   |               |  
| | As restated                                                   | $ | (1,097,639    | )

---



3

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

Forward-Looking Statements

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
may, should, expect, plan, anticipate, believe, estimate,
predict, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, that may cause our companys 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.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to
common shares refer to the shares of our common stock.

As used in this
  quarterly report, the terms we, us, our, and Acrongenomics refer to
  Acrongenomics Inc., unless otherwise indicated.

Our Business

We are a development stage company focusing on investing and
commercializing novel technology platforms concerning the life sciences sector.

On August 19, 2008, we entered into an agreement with Molecular
Vision Limited of the United Kingdom which changed our relationship
substantially, and changed the focus of our business. Until August 19, 2008, we
had been operating pursuant to a development agreement dated February 27, 2007,
whereby we funded the development of BioLED technology, combining microfluidics
with an optical detection system based on polymer Light Emitting Diodes
(commonly referred to as pLED), for use in future Point-of-Care diagnostic
devices of Molecular Vision in return for a license to commercialize and sell
the device. Molecular Vision owns and has been developing the BioLED technology.
Under the August 19, 2008 interim agreement and formal agreements dated November
13, 2008, we and Molecular Vision terminated the development agreement,
Molecular Vision agreed to pay us a royalty on product sales or license fees
received by Molecular Vision for products or licenses based on Molecular
Visions suite of patents, and, as well, we received 17,168 additional common
shares of Molecular Vision. As a result of the restructuring of our relationship
with Molecular Vision, we intend to be much less involved with the development
of the BioLED technology than we have been in the past and we now intend to seek
other development opportunities in fields possibly related or complimentary

---

4

to the Molecular Vision technology.

On July 22, 2009, we purchased 19,426 additional shares in
Molecular Vision for $275,500.71 (£166,042). Imperial Innovations, one of the
shareholders of Molecular Vision had purchased shares from Molecular Vision to
assist Molecular Vision with cash flow. Shareholders of Molecular Vision have a
pre-emptive right, which gives each shareholder the right to acquire additional
shares in order to maintain percentage ownership in Molecular Vision and ensure
that its percentage ownership is not diluted. We had been informed that we
needed to pay £166,042 to maintain our existing ownership of approximately 17.2%
of the issued and outstanding shares of Molecular Vision and paid that amount to
maintain our percentage ownership in Molecular Vision. As of November 16, 2009,
we hold approximately 17.2% of the issued and outstanding shares of Molecular
Vision.

Over the next 12 months we anticipate that Molecular Vision
will continue to develop to prototype Point-of Care testing device for diabetes
management and cardiovascular testing. We intend to continue to work toward
finding more uses for the BioLED technology in the market and intend to continue
to follow the development of the technology.

Effective January 31, 2009, we entered into a share exchange
agreement with Vardisto Investments Limited, a private Cyprus company, and a
shareholder of Vardisto Investments. Pursuant to the share exchange agreement,
we agreed, among other things, to acquire 60% of the total outstanding share
capital or 600 shares of common stock of Vardisto Investments in exchange for
the issuance of 9,000,000 shares of our common stock. As at November 16, 2009,
we have not issued the 9,000,000 shares to acquire Vardisto Investments.

Vardisto Investmentss main asset is its interest in Halldale
Ventures Limited. Halldale Ventures is a private Cyprus company in which
Vardisto Investments holds an 80% interest.

Effective January 30, 2009, Halldale Ventures entered into an
asset purchase agreement with Maragrita Hadzopoulou-Cladaras. Pursuant to the
asset purchase agreement, Halldale Ventures agreed, among other things, to
acquire certain assets comprised mainly of intellectual property and certain
research materials from Ms. Hadzopoulou-Cladaras in exchange for 20% of its
issued and outstanding shares of common stock.

The assets purchased by Halldale Ventures pursuant to the asset
purchase agreement include research materials and experimental results from the
use of a compound referred to as compound X as an hypolipidemic agent and
development of a cholesterol-lowering agent, in combination with essential oil
derived from plants.

The share exchange agreement is conditional upon certain events
occurring and there is no assurance that the transactions contemplated under the
share exchange agreement will be completed. As at November 16, 2009, the
transactions contemplated under the share exchange agreement had not been
completed.

Results of Operations

Our operating results for the three and nine months ended
September 30, 2009 and 2008 are described below.

---

5

Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues until such time as we receive royalties from our
investment with Molecular Vision, if any, or begin commercial production of our
future research projects, if any.

Expenses

Our expenses for the three and nine months ended September 30,
2009 and 2008 were as follows:

Three
    
    
    Three
    
    
    Nine
    
    
    NineMonths
    
    
    Months
    
    
    Months
    
    
    MonthsEnded
    
    
    Ended
    
    
    Ended
    
    
    EndedSeptember
    
    
    September
    
    
    September
    
    
    September30, 2009
    
    
    30, 2008
    
    
    30, 2009
    
    
    30, 2008Accounting and audit fees
    $
    22,323
    
    $
    26,383
    
    $
    116,505
    
    $
    112,378Bank charges
    
    710
    
    
    893
    
    
    1,644
    
    
    3,311Consulting fees
    
    61,324
    
    
    20,204
    
    
    245,978
    
    
    506,114Legal fees
    
    6,697
    
    
    32,308
    
    
    49,135
    
    
    67,517Interest and accretion on notes payable
    
    19,781
    
    
    93,476
    
    
    35,504
    
    
    264,173Management fees
    
    -
    
    
    109,920
    
    
    11,647
    
    
    439,829Office and miscellaneous
    
    182
    
    
    3,150
    
    
    2,393
    
    
    7,114Public relations and donations
    
    -
    
    
    -
    
    
    7,600
    
    
    5,102Rent
    
    15,280
    
    
    4,355
    
    
    45,837
    
    
    32,238Research and development
    
    -
    
    
    -
    
    
    -
    
    
    648,407Transfer agent and filing fees
    
    1,938
    
    
    1,953
    
    
    6,229
    
    
    5,311Travel
    
    -
    
    
    20,642
    
    
    4,496
    
    
    83,088Total expenses
    $
    128,235
    
    $
    313,284
    
    $
    526,968
    
    $
    2,174,582


Three Months Ended September 30, 2009 and 2008

Expenses for the three months ended September 30, 2009
decreased by $185,049 over the same period in 2008.

Accounting and audit fees

Accounting and audit fees for the three months ended September
30, 2009 decreased by $4,060 compared to the same period in 2008. This was
primarily the result of a decrease in our audit and accounting fees for the
three months ended September 30, 2009.

Consulting fees

The consulting fees for the three months ended September 30,
2009 increased by $41,120 compared to the same period in 2008. This was
primarily the result of our company having more consultants than in 2008.

Legal fees

Legal fees for the three months ended September 30, 2009
decreased by $25,611 compared to the same period in 2008. In 2008, we required
agreements for Vardisto Investments and legal

---

6

review of agreements with Molecular Vision, which were not
required for the period ended September 30, 2009.

Interest and accretion on notes payable

Interest and accretion on notes payable for the three months
ended September 30, 2009 decreased by $73,695 compared to the same period in
2008. In the three months ended September 30, 2008 we reported an expense based
on the option for the conversion of shares on two promissory notes into shares
of our common stock at $0.40 per share.

Management fees

Management fees for the three months ended September 30, 2009
decreased by $109,920 compared to the same period in 2008. This was primarily
the result of our company not granting any options or paying any other
management fees during the three months ended September 30, 2009, which was the
case for the three months ended September 30, 2008.

Rent Expense

Rent expense for the three months ended September 30, 2009
increased by $10,925 compared to the same period in 2008 due to our rent
agreement with Vardisto Investments at $5,000 per month.

Travel expenses

Travel expenses for the three months ended September 30, 2009
decreased by $20,642 compared to the same period in 2008. This was primarily the
result of a reduction in travel during the three months ended September 30,
2009.

Nine months ended September 30, 2009 and 2008

Expenses for the nine months ended September 30, 2009 decreased
by $1,647,614 over the same period in 2008.

Accounting and audit fees

Accounting and audit fees for the nine months ended September
30, 2009 increased by $4,127 compared to the same period in 2008. This was due
to increase in accounting and auditing fees.

Consulting fees

Consulting fees for the nine months ended September 30, 2009
decreased substantially by $260,136 compared to the same period in 2008. This
was primarily the result of reduction in stock-based compensation.

---

7

Legal fees

Legal fees for the nine months ended September 30, 2009
decreased by $18,382 due to additional work for agreements required on Vardisto
Project and Molecular Vision during the nine months ended September 30, 2008.

Interest and accretion on notes payable

Interest and accretion of notes payable for the nine months
ended September 30, 2009 decreased substantially by $228,669. This is due to
reporting in 2008 the option of conversion of shares on the promissory notes
outstanding.

Management fees

Management fees for the nine months ended September 30, 2009
decreased by $428,182 compared to the same period in 2008. This was primarily
the result of our company granting a significant amount of options during the
nine months ended September 30, 2008, the compensation expense of which was
classified as management fees. We did not grant any options, but $11,647 was
recorded as management fee from expensing a previous prepaid in the nine months
ended September 30, 2009.

Rent expense

Rent expense for the nine months ended September 30, 2009
increased by $13,599 compared to the same period in 2008 due to our rent
agreement with Vardisto Investments at $5,000 per month.

Research and development

Research and development for the nine months ended September
30, 2009 decreased substantially by $648,407 compared to the same period in
2008. This is due to development agreement with Molecular Vision not existing in
2009.

Travel expense

Travel expense for the nine months ended September 30, 2009
decreased substantially by $78,592 compared to the same period in 2008. This is
primarily due to termination of a consulting agreement, which required the
consultant to travel to various locations to meet with potential investors.

Liquidity and Capital Resources

Working Capital

|                          |   | At September 30, |   |   | At December 31, |  
|------------------------- | - | ---------------- | - | - | --------------- | -
|                          |   | 2009             |   |   | 2008            |  
|Cash                      | $ | 3,939            |   | $ | 22,044          |  
|Current Assets            |   | 18,939           |   |   | 39,662          |  
|Current Liabilities       |   | 1,220,826        |   |   | 906,101         |  
|Working Capital (Deficit) | $ | (1,201,887       | ) | $ | (866,439        | )

---

8

The increase in our working capital deficit of $335,448 was
primarily due to an increase in our promissory notes, derivative liabilities and
accounts payables.

Cash Flows

Nine
    
    
    NineMonths
    
    
    MonthsEnded
    
    
    EndedSeptember
    
    
    September30, 2009
    
    
    30, 2008Net cash used in operating activities
    
    (444,862
    )
    
    (1,132,707
    )Net cash used in investing activities
    
    (289,643
    )
    
    (1,097,639
    )Net cash provided by financing activities
    
    716,400
    
    
    2,110,084Increase (decrease) in cash during theperiod
    
    (18,105
    )
    
    (120,262
    )


Cash Used In Operating Activities

During the nine months ended September 30, 2009, we used net
cash in operating activities in the amount of $444,862 primarily towards
payments for our expense of office, consulting and professional fees.

Cash Used In Investing Activities

During the nine months ended September 30, 2009, we used cash
in investing activities in the amount of $289,643. We used $275,501 towards
acquiring additional shares in Molecular Vision and advanced $14,142 (£10,000)
to Vardisto Investments as a deposit on the potential acquisition of Vardisto
Investments.

Cash from Financing Activities

We received net cash of $716,400 from financing activities
during the nine months ended September 30, 2009. Net cash generated by financing
activities is attributable to cash received from the sale of shares net of
commissions ($56,600) in the amount of $524,400, stock subscription in the
amount of $42,000 and $150,000 from issuance of a new promissory note.

Cash Requirements

We have incurred operating losses since inception, have not
generated any revenues, and have not achieved profitable operations. Our
accumulated deficit from our inception on August 17, 1999 to September 30, 2009
was $27,269,939. This negative cash flow is attributable to our operating
expenses, including but not limited to, research and development expenses,
general and administration expenses and the payment of our audit fees and legal
fees. We anticipate that our expenses will increase as we intend to focus on the
development of our new project with Vardisto Investments. We estimate our
expenses in the next 12 months will be approximately $1,800,000, generally
falling in four major categories: Research and Development, General and
Administrative, Investor Relations and Professional Fees.

---

9

We estimate our operating expenses and working capital
requirements for the next 12 months to be as follows:

Expense
    
    AmountResearch and Development/new projects
    $
    500,000General and Administrative
    $
    600,000Investor Relations
    $
    400,000Professional Fees
    $
    300,000$
    1,800,000


We anticipate that research and development expenses will
include our contributions to the research and development of the potential
cholesterol-lowering agent that is currently in development by the subsidiary of
the subsidiary that we intend to acquire. If we do not acquire that subsidiary,
then we intend to seek out and acquire another, as yet unknown, technology and
to spend approximately this amount on its research and development.

We anticipate that general and administrative expenses will
include primarily travel expenses, office expenses, rent and consulting
fees.

We anticipate that investor relations expenses will include the
costs of paying for investor relations representatives, press releases,
advertising related to promoting our company.

We anticipate that professional fees will include all payments
to our outsourced attorneys, external accountants and independent auditors.

On February 6, 2009, we sold 625,000 units to one offshore
investor at $0.40 per unit for gross proceeds of $250,000. Each unit consists of
one share of our common stock and one warrant to purchase one share of our
common stock at a price of $0.75 for a period of two years expiring at February
6, 2011. We paid 10% commission, $25,000, for the sale of these units.

On February 6, 2009, we issued 66,250 units to two offshore
investors at $0.40 per unit for gross proceeds of $26,500. We received the
proceeds in 2008. Each unit consists of one share of our common stock and one
warrant to purchase one share of our common stock at a price of $0.75 for a
period of two years expiring at February 6, 2011. As commissions for the sale of
these units, we paid $1,800 and need to pay $850 more.

On May 15, 2009, we sold 525,000 units to three offshore
investors at $0.40 per unit for gross proceeds of $210,000. Each unit consists
of one share of our common stock and one warrant to purchase one share of our
common stock at a price of $0.75 for a period of two years from the date of
issuance. We paid $16,000 as commissions for the sale of these units.

During three months ended September 30, 2009, we sold 407,500
units to six offshore investors at $0.40 per unit for gross proceeds of
$163,000. Each unit consists of one share of our common stock and one warrant to
purchase one share of our common stock at a price of $0.75 for a period of two
years from the date of issuance. We paid $16,300 as commissions for the sale of
these units. 105,000 of these units are not yet issued while we have received $42,000 for them.

Subsequent to September 30, 2009, we sold 50,000 units to one
offshore investor at $0.40 per unit for gross proceeds of $20,000. Each unit
consists of one share of our common stock and one warrant to purchase one share
of our common stock at a price of $0.75 for a period of two years from the date
of issuance. We paid $2,000 as commissions for the sale of these units.

---

10

On July 15, 2009, we signed a promissory note for $150,000 at
10.0% per annum with interest repayable monthly. The promissory note is on a
demand basis and secured with assets of our company. We will pay to the lenders,
a 5.0% fee ($7,500) to cover the cost of obtaining funds. We agreed to repay the
promissory note in Canadian dollars no less than the amount payable in US
dollars multiplied by 1.27. The lenders will have an option to convert the
promissory note into units at a price of $0.40 per unit. Each unit will consist
of one share of our common stock and one share purchase warrant exercisable into
one share of our common stock at a price of $0.75 per share for a period of two
years from the conversion date.

As of September 30, 2009, we had approximately $3,939 in cash.
We do not have enough money to pay for our estimated operating expenses for the
next 12 months. To obtain that money, we may sell shares in our equity
securities or take on debt.

The current weak economic conditions in the United States and
around the world could have harmful effects on our ability to raise money to
fund our planned operations.

We believe that decreases in value of the shares of many
companies worldwide will make selling shares of our common stock increasingly
difficult. If we are not able to sell enough of our shares to meet our financial
needs, we will have to consider borrowing the money we need. A tightening of
credit conditions has also been experienced in the economy. Because of the
credit crisis, it is possible that we would not be able to borrow adequate
amounts to fund our operations on terms and at rates of interest we find
acceptable and in the best interests of our company. If we are unable to obtain
the amount of money that we need to fund our operations, then we will likely go
out of business and investors will lose their entire investment in our company.

We do not expect that the difficult economic conditions are
likely to improve significantly in the near future. Further deterioration of the
economy, and even consumer fear that the economy will deteriorate further could
intensify the adverse effects of these difficult market conditions.

Going Concern

We have historically incurred losses and have incurred a net
loss of $193,498 for the three months ended September 30, 2009 and $637,117 for
the nine months ended September 30, 2009. Because of these historical losses, we
will require additional working capital to develop our business operations. We
intend to raise additional working capital through equity financing, bank
financing and/or advances from related parties or stockholder loans.

The continuation of our business is dependent upon obtaining
further financing and achieving a break even or profitable level of operations.
The issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current or future stockholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

There are no assurances that we will be able to either (i)
achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (ii) obtain additional financing through either equity financing
and/or bank financing necessary to support our working capital requirements. To
the extent that funds generated from operations and any equity financing and/or
bank financing are insufficient, we will have to raise additional working
capital. No assurance can be

---

11

given that additional financing will be available, or if
available, will be on terms acceptable to us. If adequate working capital is not
available we may scale down or even cease our operations.

Our auditors have
  included an explanatory paragraph in the audit report of the year-ended December
  31, 2008 financial statements that we are in the development stage, we have not
  yet achieved profitable operations and we are dependent on our ability to raise
  capital from shareholders or other sources to meet our obligations and repay our
  liabilities arising from normal business operations when they come due.

These conditions raise substantial doubt about our ability to
continue as a going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of asset carrying
amounts or the amount and classification of liabilities that might be necessary
should we be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to our
stockholders.

Application of Critical Accounting Policies

Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States.
Preparing financial statements requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenue and
expenses. These estimates and assumptions are affected by managements
application of accounting policies. We believe that understanding the basis and
nature of the estimates and assumptions involved with the following aspects of
our financial statements is critical to an understanding of our financial
statements.

We base our assumptions and estimates on historical experience
and other sources that we believe to be reasonable at the time. Actual results
may vary from our estimates due to changes in circumstances, weather, politics,
global economics, mechanical problems, general business conditions and other
factors. Our significant estimates are related to the valuation of warrants and
options.

There are accounting policies that we believe are significant
to the presentation of our financial statements. The most significant of these
accounting policies relates to the valuation of intellectual property, the
accounting for our research and development expenses and stock-based
compensation expenses.

Investment in Molecular Vision Limited

We have made an equity investment in Molecular Vision Limited,
a privately held company incorporated in Great Britain and whose business is
complementary to our business. This investment is accounted for under the cost
method of accounting, as we held less than 20% of the voting stock outstanding
and did not exert significant influence over this company. We assess the

---

12

recoverability of this investment by reviewing various
indicators of impairment and by determining the fair value of this investment by
performing a discounted cash flow analysis of estimated future cash flows. We
record an impairment of this investment when a decline in value is determined to
be other-than-temporary.

Stock-based Compensation

We account for all of our stock-based payments and awards under
the fair value based method.

Stock-based payments to non-employees are measured
  at the fair value of the consideration received, or the fair value of the equity
  instruments issued, or liabilities incurred, whichever is more reliably
  measurable. The fair value of stock-based payments to non-employees is
  periodically re-measured until the counterparty performance is complete, and any
  change therein is recognized over the vesting period of the award and in the
  same manner as if we had paid cash instead of paying with or using equity based
  instruments. The cost of the stock-based payments to non-employees that are
  fully vested and non-forfeitable as at the grant date is measured and recognized
  at that date, unless there is a contractual term for-services in which case such
  compensation would be amortized over the contractual term.

We account for the granting of share purchase options to
employees using the fair value method whereby all awards to employees will be
recorded at fair value on the date of the grant. Share based awards granted to
employees with a performance condition are measured based on the probable
outcome of that performance condition during the requisite service period. We
assess the probability of any performance condition being achieved and we accrue
the value of the award if it is probable that a performance condition will be
achieved. Compensation costs for stock-based payments to employees that do not
include performance conditions are recognized on a straight-line basis. The fair
value of all share purchase options are expensed over their vesting period with
a corresponding increase to additional capital surplus. Upon exercise of share
purchase options, the consideration paid by the option holder, together with the
amount previously recognized in additional capital surplus, is recorded as an
increase to share capital.

We use the Black-Scholes option valuation model to calculate
the fair value of share purchase options at the date of the grant. Option
pricing models require the input of highly subjective assumptions, including the
expected price volatility. As allowed by SFAS No. 123R for companies with a
short period of publicly traded stock history, our estimate of expected
volatility is based on the average expected volatilities of a sampling of ten
companies with similar attributes to us, including industry, stage of life
cycle, size and financial leverage. We use the simplified method for
determining the expected life of the options granted as permitted under the
Securities and Exchange Commissions Staff Accounting Bulletin No. 110 (SAB
110), which allow a company to continue to use the simplified method under
certain circumstances. SFAS No. 123R does not allow companies to account for
option forfeitures as they occur. Instead, estimated option forfeitures must be
calculated upfront to reduce the option expense to be recognized over the life
of the award and updated upon the receipt of further information as to the
amount of options expected to be forfeited.

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13

Recently Adopted Accounting Pronouncements

In December 2007, FASB issued Statement No. 141 (Revised 2007),
Business Combinations (SFAS 141(R)) and SFAS No. 160, Accounting and Reporting
of Non-controlling Interests in Consolidated Financial Statements, an amendment
of ARB No. 51 (SFAS 160). SFAS 141(R) requires companies to: (i) recognize,
with certain exceptions, 100% of the fair values of assets acquired, liabilities
assumed, and non-controlling interests in acquisitions of less than a 100%
controlling interest when the acquisition constitutes a change in control of the
acquired entity; (ii) measure acquirer shares issued in consideration for a
business combination at fair value on the acquisition date; (iii) recognize
contingent consideration arrangements at their acquisition-date fair values,
with subsequent changes in fair value generally reflected in earnings; (iv) with
certain exceptions, recognize pre-acquisition loss and gain contingencies at
their acquisition-date fair values; (v) capitalize in-process research and
development (IPR&D) assets acquired; (vi) expense, as incurred,
acquisition-related transaction costs; (vii) capitalize acquisition-related
restructuring costs only if the criteria in SFAS No. 146, Accounting for Costs
Associated with Exit or Disposal Activities , are met as of the acquisition
date; and (viii) recognize changes that result from a business combination
transaction in an acquirers existing income tax valuation allowances and tax
uncertainty accruals as adjustments to income tax expense.

SFAS 141(R) is required to be adopted concurrently with SFAS
160 and is effective for business combination transactions for which the
acquisition date is on or after the beginning of the first annual reporting
period beginning on or after December 15, 2008. We do not believe the adoption
of these statements will have a material impact on significant acquisitions
completed after January 1, 2009.

In December 2007, the Emerging Issues Task Force (EITF)
reached a consensus on EITF No. 07-01, Accounting for Collaborative Arrangements
Related to the Development and Commercialization of Intellectual Property (EITF
07-01). EITF 07-01 discusses the appropriate income statement presentation and
classification for the activities and payments between the participants in
arrangements related to the development and commercialization of intellectual
property. The sufficiency of disclosure related to these arrangements is also
specified. EITF 07-01 was effective for fiscal years beginning after December
15, 2008. As a result, EITF 07-01 was effective for our company as of January 1,
2009. We expect that the adoption of EITF 07-01 will have minimal, if any,
impact on our financial position and results of operations. However, based upon
the nature of our business, EITF 07-01 could have a material impact on our
financial position and results of operations in future years.

In April 2008, the FASB issued FSP 142-3, Determination of the
Useful Life of Intangible Assets. This FSP amends the factors that should be
considered in developing renewal or extension assumptions used to determine the
useful life of a recognized intangible asset under FASB Statement No. 142,
Goodwill and Other Intangible Assets. The intent of this FSP is to improve the
consistency between the useful life of a recognized intangible asset under
Statement 142 and the period of expected cash flows used to measure the fair
value of the asset under FASB Statement No. 141 (Revised 2007), Business
Combinations, and other U.S. generally accepted accounting principles (GAAP).
This FSP was effective for financial statements issued for fiscal years
beginning after December 15, 2008, and interim periods within those fiscal
years. We do not expect the adoption of FAS 142-3 to have a material effect on
our results of operations and financial condition.

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In May 2008, the FASB issued FSP No. APB 14-1, Accounting for
Convertible Debt Instruments That May Be Settled in Cash upon Conversion
(Including Partial Cash Settlement) (FSP APB 14-1). FSP APB 14-1 applies to
convertible debt instruments that, by their stated terms, may be settled in cash
(or other assets) upon conversion, including partial cash settlement, unless the
embedded conversion option is required to be separately accounted for as a
derivative under SFAS 133. Convertible debt instruments within the scope of FSP
APB 14-1 are not addressed by the existing APB 14. FSP APB 14-1 requires that
the liability and equity components of convertible debt instruments within the
scope of FSP APB 14-1 be separately accounted for in a manner that reflects the
entitys nonconvertible debt borrowing rate. This requires an allocation of the
convertible debt proceeds between the liability component and the embedded
conversion option (i.e., the equity component). The difference between the
principal amount of the debt and the amount of the proceeds allocated to the
liability component will be reported as a debt discount and subsequently
amortized to earnings over the instruments expected life using the effective
interest method. FSP APB 14-1 was effective for our fiscal year beginning
January 1, 2009 and will be applied retrospectively to all periods presented. We
do not expect the adoption of this FSP to have a material effect on our results
of operations and financial condition.

In June 2008, the FASB reached consensus on EITF Issue No.
07-05 (EITF 07-05), Determining Whether an Instrument (or embedded feature)
Is Indexed to an Entitys Own Stock. EITF 07-05 clarifies the determination of
whether an instrument (or an embedded feature) is indexed to an entitys own
stock, which would qualify as a scope exception under SFAS 133. EITF 07-05 was
effective for financial statements issued for fiscal years beginning after
December 15, 2008. We do not expect the adoption of this EITF Issue to have a
material effect on our results of operations and financial condition.

Recent Accounting Pronouncements Not Yet Adopted

In May 2009, the FASB issued SFAS No. 165, Subsequent Events.
This statement establishes guidance related to accounting for and disclosure of
events that happen after the date of the balance sheet but before the release of
the financial statements. SFAS No. 165 is effective for reporting periods ending
after June 15, 2009. We do not expect the adoption of this statement to have a
material effect on our results of operations or financial position.

In June 2009, the FASB issued SFAS No.168, The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles (SFAS 168). SFAS 168 establishes the FASB Accounting
Standards Codification (Codification), which officially launched July 1,
2009, to become the source of authoritative U.S. generally accepted accounting
principles (GAAP) recognized by the FASB to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and Exchange
Commission (SEC) under authority of federal securities laws are also sources
of authoritative U.S. GAAP for SEC registrants. The subsequent issuances of new
standards will be in the form of Accounting Standards Updates that will be
included in the Codification. Generally, the Codification is not expected to
change U.S. GAAP. All other accounting literature excluded from the Codification
will be considered non-authoritative. SFAS 168 is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. We will adopt SFAS 168 for our quarter ending September 30, 2009. We are
currently evaluating the effect on our financial statement

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disclosures as all future references to authoritative
accounting literature will be references in accordance with the Codification.

Item 3. Quantitative and Qualitative Disclosures About
Market Risks.

Not Applicable.

Item 4T. Controls and Procedures.

Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of
1934, our principal executive officer and principal financial officer evaluated
our disclosure controls and procedures (as defined in Rule 13a-15(e) of the
Securities Exchange Act of 1934) as of September 30, 2009. Based on this
evaluation, these officers concluded that as of September 30, 2009, our
disclosure controls and procedures were not effective. These officers determined
that our disclosure controls and procedures were not adequate to ensure that the
information required to be disclosed by our company in reports we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission and include controls and procedures designed
to ensure that such information is accumulated and communicated to our
management, including our principal executive officer and principal financial
officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

We continue to have material weaknesses in our internal control
over financial reporting as disclosed in our annual report on Form 10-K filed on
April 20, 2009. We have not implemented remediation measures for the material
weaknesses described in our annual report due to lack of funds. These material
weaknesses are in our internal control processes over procurement and
disbursements, primarily related to lack of segregations of duties.

More specifically, management has identified the following
weaknesses:

- Our company does not have a code of conduct or ethics.
- Our company does not have Human Resources policies and Procedures and
  Function Activities are not clearly defined.
- Our company does not have a specific Mission Statement or Key Performance
  indicators.
- Some tax returns have not been filed for our company. These are nil
  returns, as our company has not achieved profitability yet.
- Our companys accounting staff does not have sufficient technical
  accounting knowledge relating to accounting for income taxes and complex US
  GAAP matters. Management corrected any errors prior to the release of our
  companys September 30, 2009 financial statements.

We intend to implement remediation measures and such
remediation activities include the following:

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16

- we intend to appoint independent members to our audit committee in our
  2009 fiscal year;
- we intend to update the documentation of our internal control processes,
  including formal risk assessment of our financial reporting processes as well
  as codify a code of conduct and ethics;
- we intend to update our business plan to include a mission statement and
  document our key performance indicators; and
- we intend to engage the services of a professional tax preparer conversant
  with United States tax matters in order that we catch up on our United States
  tax filings in arrears.

There were no changes in our internal control over financial
reporting during the fiscal quarter ended September 30, 2009 that have
materially affected, or are reasonably likely to materially affect our internal
control over financial reporting.

Certifications

Certifications with respect to disclosure controls and
procedures and internal control over financial reporting under Rules 13a-14(a)
of the Securities Exchange Act of 1934 are attached to this quarterly report on
Form 10-Q.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings
to which we are a party or of which any of our properties is the subject. In
addition, we do not know of any such proceedings contemplated by any
governmental authorities. We know of no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial stockholder
is a party adverse to our company or has a material interest adverse to our
company.

Item IA. Risk Factors.

Much of the information included in this report includes or is
based upon estimates, projections or other forward-looking statements. Such
forward-looking statements include any projections and estimates made by us and
our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein. Such estimates, projections or other forward-looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward-looking statements.

Shares of our common stock are
  speculative, especially since we are in the development stage of our new
  business. We operate in a volatile sector of business that involves numerous
  risks and uncertainties. The risks and uncertainties described below are not the
  only ones we face. Other risks and uncertainties, including those that we do not
  currently consider material, may impair

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our business. If any of the risks discussed below actually
occur, our business, financial condition, operating results or cash flows could
be materially adversely affected. This could cause the trading price of our
securities to decline, and you may lose all or part of your investment.
Prospective investors should consider carefully the risk factors set out below.

Risks Related to Our Company

The global financial crisis has had, and may continue to
have, an impact on our business and financial condition.

The ongoing global financial crisis may limit our ability to
access the capital markets at a time when we would like, or need, to raise
capital, which could have an impact on our ability to react to changing economic
and business conditions. Accordingly, if the global financial crisis and current
economic downturn continue or worsen, our business, results of operations and
financial condition could be materially and adversely affected.

We have not earned any revenues since our incorporation and
only have a limited operating history in our current business, which raise
substantial doubt about our ability to continue as a going concern.

Our company has a limited operating history in our current
business and must be considered in the development stage. We have not generated
any revenues since our inception and we will, in all likelihood, continue to
incur operating expenses without significant revenues until Molecular Vision
successfully develops its BioLED technology and commercializes its future
Point-of-Care testing devices. Our primary source of funds has been the sale of
our common stock. We cannot assure that we will be able to generate any
significant revenues or income. These circumstances make us dependent on
additional financial support until profitability is achieved. There is no
assurance that we will ever be profitable, and our auditors have included an
explanatory paragraph in their audit report dated April 13, 2009 for our
financial statements for the year ended December 31, 2008 that we are in the
development stage, we have not yet achieved profitable operations and we are
dependent on our ability to raise capital from stockholders or other sources to
meet our obligations and repay our liabilities arising from normal business
operations when they come due. These factors, along with other matters as set
forth in Note 1 to our financial statements, raise substantial doubt that we
will be able to continue as a going concern. Our financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.

Transactions contemplated under our share exchange agreement
with Vardisto Investments Limited may not be completed and we may not obtain an
interest in the development of the potential cholesterol-lowering agent. Even if
we do obtain an interest in the potential cholesterol-lowering agent, there is
no assurance that it will ever become commercially viable. We may never develop
and commercialize any products. If this happens we will not become profitable
and we will go out of business.

Transactions contemplated under our share exchange agreement
with Vardisto Investments Limited may not be completed and we may not obtain an
interest in the development of the potential cholesterol-lowering agent. Even if
we do obtain an interest in the potential cholesterol-

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lowering agent, there is no assurance that it will ever become
commercially viable. The development of life science technology is extremely
risky and expensive. It is likely that we will never develop and sell a product
that will make us profitable. If we never become profitable, we will go out of
business and investors will lose all of the money they have invested in our
company.

Risks Related to Our Business

Our likelihood of profit depends on our ability to obtain,
develop and market a profitable life science technology. We currently do not
have such a technology. If we are unable to obtain such a technology and
successfully sell it, our company will likely fail and investors will lose their
entire investment in our company.

We do not own any technology. We hold only an approximately
17.2 % interest in Molecular Visions BioLED technology, which is in the
development stage. Molecular Vision has not begun the regulatory approval
process. We have not realized a profit from our operations to date and there is
little likelihood that we will realize any profits in the short or medium term.
Any profitability in the future from our business will be dependent upon
successful commercialization of a technology product, which will require
significant additional research and development as well as clinical trials.

We need to raise additional financing to support the
research and development of future business but we cannot be sure that we will
be able to obtain additional financing on terms favorable to us when needed. If
we are unable to obtain additional financing to meet our needs, our operations
may be adversely affected or terminated.

Our ability to source and then develop a new technology is
dependent upon our ability to raise significant additional financing when
needed. If we are unable to obtain such financing, we will not be able to fully
develop and commercialize our technology. Our future capital requirements will
depend upon many factors, including:

- continued scientific progress in our research and development programs;
- costs and timing of conducting clinical trials and seeking regulatory
  approvals and patent prosecutions;
- competing technological and market developments;
- our ability to establish additional collaborative relationships; and
- the effect of commercialization activities and facility expansions if and
  as required.

We have limited financial resources and to date, no cash flow
from operations and we are dependent for funds on our ability to sell our common
stock, primarily on a private placement basis. There can be no assurance that we
will be able to obtain financing on that basis in light of factors such as the
market demand for our securities, the state of financial markets generally and
other relevant factors. Any sale of our common stock in the future will result
in dilution to existing stockholders. Furthermore, there is no assurance that we
will not incur debt in the future, that we will have sufficient funds to repay
our future indebtedness or that we will not default on our future debts,
jeopardizing our business viability. Finally, we may not be able to borrow or
raise additional capital in the future to meet our needs or to otherwise provide
the capital

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necessary to conduct the development of our technology, which
might result in the loss of some or all of your investment in our common stock.

We may be subject to intellectual property litigation such
as patent infringement claims, which could adversely affect our business.

Our success will depend largely on our ability to develop and
market life science technology without infringing the proprietary rights of
others. Other patents could exist or could be filed which would prohibit or
limit our ability to develop the technology we acquire in order to bring it to
market. In the event of an intellectual property dispute, we may be forced to
litigate. Intellectual property litigation would divert our attention away from
developing the technology and marketing our potential products and be very
expensive. An adverse outcome could affect our ability to develop or
commercialize a potential product and could prevent us from becoming profitable.

Potential product liability claims could adversely affect
our future earnings and financial condition.

We face an inherent business risk of exposure to product
liability claims in the event that the use of our future products results in
adverse effects. As a result, we may incur significant product liability
exposure. We may not be able to maintain adequate levels of insurance at
reasonable cost and/or reasonable terms. Excessive insurance costs or uninsured
claims would add to our future operating expenses and adversely affect our
financial condition.

Because most of our officers and directors are located in
non-United States jurisdictions, you may have no effective recourse against the
management for misconduct and may not be able to enforce judgment and civil
liabilities against our officers, directors, experts and agents.

Most of our directors and officers are nationals and/or
residents of countries other than the United States, and all or a substantial
portion of their assets are located outside the United States. As a result, it
may be difficult for you to enforce within the United States any judgments
obtained against our officers or directors, including judgments predicated upon
the civil liability provisions of the securities laws of the United States or
any state of the United States.

If we are deemed to be an investment company under the
Investment Company Act of 1940, we may be required to institute burdensome
compliance requirements and our activities may be restricted.

The Investment Company Act of 1940, or the Investment
Company Act, contains substantive legal requirements that regulate the manner
in which investment companies are permitted to conduct their business
activities. If we are deemed to be an investment company under the Investment
Company Act, we may be required to institute burdensome compliance requirements
and our activities may be restricted, which would materially adversely affect
our business, financial condition and results of operations. In addition, our
contracts would be voidable and a court could appoint a receiver to take control
of and liquidate our business.

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In order not to be regulated as an investment company under the
Investment Company Act, unless we can qualify for an exemption, we must ensure
that we are engaged primarily in a business other than investing, reinvesting,
owning, holding or trading in securities (as defined in the Investment Company
Act) and that we do not own or acquire investment securities having a value
exceeding 40% of the value of our total assets (exclusive of United States
government securities and cash items) on an unconsolidated basis. The Securities
and Exchange Commission has adopted Rule 3a-1 that provides an exemption from
registration as an investment company if a company meets both an asset and an
income test and is not otherwise primarily engaged in an investment company
business by, among other things, holding itself out to the public as such or by
taking controlling interests in companies with a view to realizing profits
through subsequent sales of these interests. A company satisfies the asset test
of Rule 3a-l if it has no more than 45% of the value of its total assets
(adjusted to exclude United States government securities and cash) in the form
of securities other than interests in majority-owned subsidiaries and companies
which it primarily and actively controls. A company satisfies the income test of
Rule 3a-l if it has derived no more than 45% of its net income for its last four
fiscal quarters combined from securities other than interests in majority owned
subsidiaries and primarily controlled companies.

Risks Related to Our Common Stock

The current weak economic conditions around the world could
have harmful effects on our company. If these harmful effects cause us to cease
our development of medical technologies, then our stockholders will likely lose
their entire investment in our company.

The current weak economic conditions in the United States and
around the world could have harmful effects on our ability to raise money to
fund our planned operations. If this happens, we would likely go out of business
and our investors will lose their entire investment in our company.

We believe that decreases in value of the shares of many
companies worldwide will make selling shares of our common stock increasingly
difficult. If we are not able to sell enough of our shares to meet our financial
needs, we will have to consider borrowing the money we need. A tightening of
credit conditions has also been experienced in the economy. Because of the
credit crisis, it is possible that we would not be able to borrow adequate
amounts to fund our operations on terms and at rates of interest we find
acceptable and in the best interests of our company. If we are unable to obtain
the amount of money that we need to fund our operations, then we will likely go
out of business and investors will lose their entire investment in our company.

Because we do not intend to pay any dividends on our common
stock, investors seeking dividend income or liquidity should not purchase shares
of our common stock.

We have not declared or paid any dividends on our common stock
since our inception, and we do not anticipate paying any such dividends for the
foreseeable future. Investors seeking dividend income or liquidity should not
invest in our common stock.

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If we issue additional shares in the future, it will result
in the dilution of our existing stockholders.

Our articles of incorporation authorize the issuance of up to
100,000,000 shares of common stock with a par value of $0.001. Our board of
directors may choose to issue some or all of such shares to acquire one or more
businesses or to provide additional financing in the future. The issuance of any
such shares will result in a reduction of the book value and market price of the
outstanding shares of our common stock. If we issue any such additional shares,
such issuance will cause a reduction in the proportionate ownership and voting
power of all current stockholders. Further, such issuance may result in a change
of control of our company.

Our stock is considered a penny stock and certain
securities rules may hamper the tradability of our shares in the market.

Shares of our common stock are subject to rules adopted by the
Securities and Exchange Commission that regulate broker-dealer practices in
connection with transactions in penny stocks. Penny stock is defined to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our common stock is covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the Securities and Exchange Commission which
provides information about penny stocks and the nature and level of risks in the
penny stock market. The broker-dealer also must provide the customer with
current bid and offer quotations for the penny stock, the compensation of the
broker-dealer and its salesperson in the transaction and monthly account
statements showing the market value of each penny stock held in the customers
account. The bid and offer quotations, and the broker-dealer and salesperson
compensation information, must be given to the customer orally or in writing
prior to effecting the transaction and must be given to the customer in writing
before or with the customers confirmation. In addition, the penny stock rules
require that prior to a transaction in a penny stock not otherwise exempt from
these rules, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchasers written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities.

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The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a stockholders ability
to buy and sell our stock.

In addition to the penny stock rules described above, FINRA has
adopted rules that require that in recommending an investment to a customer, a
broker-dealer must have reasonable grounds for believing that the investment is
suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.

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

Between July 20, 2009 and August 5, 2009, we sold 365,000 units
to five offshore investors at $0.40 per unit for gross proceeds of $146,000.
Each unit consists of one share of our common stock and one warrant to purchase
one share of our common stock at a price of $0.75 for a period of two years from
the date of issuance. We paid $14,600 as commissions for the sale of these
units. We sold these units to five non-U.S. persons (as that term is defined in
Regulation S of the Securities Act of 1933) in offshore transactions relying on
Regulation S.

On September 16, 2009, we issued 42,500 units to one offshore
investor at $0.40 per unit for gross proceeds of $17,000. Each unit consists of
one share of our common stock and one warrant to purchase one share of our
common stock at a price of $0.75 for a period of two years from the date of
issuance. We paid $1,700 as commissions for the sale of these units. We sold
these units to one non-U.S. person (as that term is defined in Regulation S of
the Securities Act of 1933) in an offshore transaction relying on Regulation
S.

On October 29, 2009, we issued 50,000 units to one offshore
investor at $0.40 per unit for gross proceeds of $20,000. Each unit consists of
one share of our common stock and one warrant to purchase one share of our
common stock at a price of $0.75 for a period of two years from the date of
issuance. We paid $2,000 as commissions for the sale of these units. We sold
these units to one non-U.S. person (as that term is defined in Regulation S of
the Securities Act of 1933) in an offshore transaction relying on Regulation
S.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

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Item 5. Other Information.

On July 22, 2009, we purchased 19,426 additional shares in
Molecular Vision Limited of the United Kingdom for $275,500.71 (£166,042).
Imperial Innovations, one of the shareholders of Molecular Vision had purchased
shares from Molecular Vision to assist Molecular Vision with cash flow.
Shareholders of Molecular Vision have a pre-emptive right, which gives each
shareholder the right to acquire additional shares in order to maintain
percentage ownership in Molecular Vision and ensure that its percentage
ownership is not diluted. We had been informed that we needed to pay £166,042 to
maintain our existing ownership of approximately 17.2% of the issued and
outstanding shares of Molecular Vision and paid that amount to maintain our
percentage ownership in Molecular Vision. As of November 16, 2009, we hold
approximately 17.2% of the issued and outstanding shares of Molecular Vision.
For more information regarding Molecular Vision, please see Item 2 of Part I
Managements Discussion and Analysis of Financial Condition and Results of
Operations  Our Business. Please see Item 2 of Part II Unregistered Sales of
Equity Securities and Use of Proceeds for the information relating to the
unregistered sales of equity securities by us.

Item 6. Exhibits.

Exhibit No.
    Document Name(3)
    Articles of Incorporation and Bylaws3.1
    Articles of Incorporation (incorporated by reference to
      an exhibit to our registration statement on Form 10-SB filed on May 24,
      2002, as amended)3.2
    Bylaws, as amended (incorporated by reference to an
      exhibit to our registration statement on Form 10- SB filed on May 24,
      2002, as amended)(10)
    Material Contracts10.1
    Agreement for the Sale of Stock between our company and
      Dr. Leftheris Georgakopoulos dated February 13, 2006 (incorporated by
      reference to an exhibit to our current report on Form 8-K filed February
      16, 2006)10.2
    Development Agreement between our company and Molecular
      Vision Limited (incorporated by reference to an exhibit to our current
      report on Form 8-K filed on February 20, 2007)10.3
    Employment Agreement dated September 3, 2007 between our
      company and Dr. Dimitris Goundis (incorporated by reference to an exhibit
      to our current report on Form 8-K filed on September 28, 2007)10.4
    Letter Agreement dated February 1, 2008 with Molecular
      Vision Limited (incorporated by reference to an exhibit to our current
      report on Form 8-K filed on February 19, 2008)10.5
    Royalty Agreement dated November 13, 2008 with Molecular
      Vision Limited (incorporated by reference to an exhibit to our current
      report on Form 8-K filed on November 20, 2008)10.6
    Supplemental Agreement to the Subscription and
      Shareholders Agreement relating to Molecular Vision Limited dated
      November 13, 2008 (incorporated by reference to an exhibit to our current
      report on Form 8-K filed on November 20, 2008)10.7
    Option Agreement dated November 13, 2008 with Molecular
      Vision Limited to acquire additional 20,000 shares of Molecular Vision
      Limited (incorporated by reference to an exhibit to our current report on
      Form 8-K filed on November 20, 2008)10.8
    Deed of Termination and Release dated November 13, 2008
      with Molecular Vision Limited (incorporated by reference to an exhibit to
      our current report on Form 8-K filed on November 20, 2008)10.9
    Share Exchange Agreement dated January 31, 2009 between
      our company, Vardisto Investments Limited and a certain shareholder of
      Vardisto Investments Limited (incorporated by reference to an exhibit to
      our current report on Form 8-K filed on March 12, 2009)


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24

Exhibit No.
      Document Name10.10
      Asset Purchase Agreement dated
          January 30, 2009 between Maragrita Hadzopoulou-Cladaras and Halldale
          Ventures Limited (incorporated by reference to an exhibit to our current
          report on Form 8-K filed on March 12, 2009)10.11
      Promissory note dated June
          12, 2008 issued to Ron and Johanne Lizée by our company (incorporated
          by reference to our quarterly report on Form 10-Q filed on May 15, 2009)10.12
      Promissory note dated July
          15, 2009 issued to Ron and Johanne Lizée by our company (incorporated
          by reference to our quarterly report on Form 10-Q filed on August 14,
          2009)(31)
      Section 302 Certifications31.1*
      Section 302 Certification of
          Platon Tzouvalis31.2*
      Section 302 Certification of
          Ron Lizée(32)
      Section 906 Certifications32.1*
      Section 906 Certification of
          Platon Tzouvalis32.2*
      Section 906 Certification of
          Ron Lizée


* Filed herewith.

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25

SIGNATURES

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

ACRONGENOMICS INC.

|By: | /s/ Platon Tzouvalis                             | 
|--- | ------------------------------------------------ | 
|    | Platon Tzouvalis                                 | 
|    | President and Director                           | 
|    | (Principal Executive Officer)                    | 
|    |                                                  | 
|    | Date: November 16, 2009                          | 
|    |                                                  | 
|    |                                                  | 
|By: | /s/ Ron Lizée                                    | 
|    | Ron Lizée                                        | 
|    | Chief Financial Officer and
      Director       | 
|    | (Principal Financial Officer and
      Principal | 
|    | Accounting Officer)                              | 
|    |                                                  | 
|    | Date: November 16, 2009                          | 

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