---

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, 2008

or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
For the transition period from _____________to:
_______________

Commission File Number: 000-49833

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

|Nevada                                                               | 52-2219285                       
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS 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 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 ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Sections 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. Yes [ ] No [ ]

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:
22,309,231 common shares issued and outstanding as of November 19,
2008.

---

- 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. | 2 
|Forward-Looking
      Statements                                                                           | 2 
|Corporate
      Overview                                                                                   | 2 
|Liquidity
      and Capital Resources                                                                      | 3 
|Results
      of Operations                                                                                | 3 
|Off-Balance
      Sheet Arrangements                                                                       | 4 
|ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.                                  | 5 
|ITEM
      4T. CONTROLS AND PROCEDURES                                                                     | 5 
|PART
      II - OTHER INFORMATION                                                                          | 6 
|ITEM
      1. LEGAL PROCEEDINGS                                                                            | 6 
|ITEM
      1A. RISK FACTORS                                                                                | 6 
|Risks
      Related To Our Business                                                                        | 6 
|Risks
      Related To Our Common Stock                                                                    | 9 
|ITEM
      2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS                                  | 10
|ITEM
      3. DEFAULTS UPON SENIOR SECURITIES.                                                             | 10
|ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.                                         | 10
|ITEM
      5. OTHER INFORMATION                                                                            | 11
|ITEM
      6. EXHIBITS.                                                                                    | 11
|SIGNATURES                                                                                                 | 13

---

- 1 -

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

It is the opinion of management that the unaudited financial
statements for the quarter ended September 30, 2008 include all adjustments
necessary in order to ensure that the audited financial statements are not
misleading.

---

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

September 30, 2008

(Stated in US Dollars)

(Unaudited)

---

|ACRONGENOMICS, INC.                     
|----------------------------------------
|(A Development Stage Company)           
|INTERIM BALANCE SHEETS                  
|September 30, 2008 and December 31, 2007
|(Stated in US Dollars)                  
|(Unaudited)                             

|                                                               |   | September 30, |   |   | December 31, |  
|-------------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|ASSETS                                                         |   | 2008          |   |   | 2007         |  
|                                                               |   |               |   |   |              |  
|Current                                                        |   |               |   |   |              |  
|Cash                                                           | $ | 223,433       |   | $ | 343,695      |  
|Amount receivable  Note 3                                     |   | 149,794       |   |   | -            |  
|Prepaid expenses and deposit
       Note 9                    |   | 59,428        |   |   | 22,280       |  
|                                                               |   |               |   |   |              |  
|                                                               |   | 432,655       |   |   | 365,975      |  
|                                                               |   |               |   |   | -            |  
|Long-term investment  Note 3                                  |   | 2,180,488     |   |   | -            |  
|                                                               |   |               |   |   |              |  
|                                                               | $ | 2,163,143     |   | $ | 365,975      |  
|                                                               |   |               |   |   |              |  
|LIABILITIES                                                    |   |               |   |   |              |  
|                                                               |   |               |   |   |              |  
|Current                                                        |   |               |   |   |              |  
|Accounts payable and accrued liabilities
      Note 5         | $ | 371,348       |   | $ | 1,613,170    |  
|Notes payable  Note
      4                                   |   | 694,136       |   |   | -            |  
|Loans payable  Note 6                                         |   | 1,000         |   |   | 1,000        |  
|                                                               |   |               |   |   |              |  
|                                                               |   | 1,066,484     |   |   | 1,614,170    |  
|                                                               |   |               |   |   |              |  
|STOCKHOLDERS DEFICIENCY                                       |   |               |   |   |              |  
|                                                               |   |               |   |   |              |  
|Common stock, $0.001 par value  Notes 4, 7, 8, 9 and
      10 |   |               |   |   |              |  
|100,000,000shares authorized                                   |   |               |   |   |              |  
|21,934,231shares issued (2007: 17,866,471)                     |   | 21,934        |   |   | 17,866       |  
|Additional paid-in capital                                     |   | 18,342,550    |   |   | 14,508,056   |  
|Share subscriptions receivable  Note 7                        |   | -             |   |   | (3,300       | )
|Shares subscribed  Note 7                                     |   | 168,500       |   |   | -            |  
|Shares to be issued  Note 7                                   |   | 54,000        |   |   | -            |  
|Deficit accumulated during the development
      stage         |   | (17,040,325   | ) |   | (15,770,817  | )
|                                                               |   |               |   |   |              |  
|                                                               |   | 1,546,659     |   |   | (1,248,195   | )
|                                                               |   |               |   |   |              |  
|                                                               | $ | 2,613,143     |   | $ | 365,975      |  

SEE ACCOMPANYING NOTES

---

|ACRONGENOMICS, INC.                                                                    
|---------------------------------------------------------------------------------------
|(A Development Stage Company)                                                          
|INTERIM STATEMENTS OF OPERATIONS                                                       
|for the three and nine months ended September 30, 2008 and
      September 30, 2007 and
|for the period August 17, 1999 (Date of Inception) to September
      30, 2008         
|(Stated in US Dollars)                                                                 
|(Unaudited)                                                                            

|                                                   |   |                    |   |   |                   |   |   |               |   |   |            |   |   | August 17,   |  
|-------------------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | ------------- | - | - | ---------- | - | - | ------------ | -
|                                                   |   |                    |   |   |                   |   |   |               |   |   |            |   |   | 1999 (Date   |  
|                                                   |   |                    |   |   |                   |   |   |               |   |   |            |   |   | of           |  
|                                                   |   | Three Months Ended |   |   | Nine Months Ended |   |   | Inception) to |  
|                                                   |   | September 30,      |   |   | September 30,     |   |   | Sept 30,      |  
|                                                   |   | 2008               |   |   | 2007              |   |   | 2008          |   |   | 2007       |   |   | 2008         |  
|                                                   |   |                    |   |   |                   |   |   |               |   |   |            |   |   | (Cumulative) |  
|                                                   |   |                    |   |   |                   |   |   |               |   |   |            |   |   |              |  
|Expenses                                           |   |                    |   |   |                   |   |   |               |   |   |            |   |   |              |  
|Accounting and audit fees 
      Note 5           | $ | 26,383             |   | $ | 26,321            |   | $ | 112,378       |   | $ | 84,024     |   | $ | 495,731      |  
|Amortization of patents                            |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | 741,430      |  
|Appraisals                                         |   | -                  |   |   | 24,731            |   |   | -             |   |   | 24,731     |   |   | 14,500       |  
|Bank charges                                       |   | 893                |   |   | 1,542             |   |   | 3,311         |   |   | 2,992      |   |   | 15,993       |  
|Consulting fees  Notes 5,
      7 and 9           |   | 58,474             |   |   | 49,500            |   |   | 506,114       |   |   | 146,400    |   |   | 2,348,018    |  
|Interest on notes payable  Notes 4 and 5          |   | 93,476             |   |   | -                 |   |   | 264,173       |   |   | -          |   |   | 264,173      |  
|Legal fees  Note 5                                |   | 32,308             |   |   | 2,435             |   |   | 67,517        |   |   | 19,246     |   |   | 323,512      |  
|Management fees  Notes 5, 7 and 9                 |   | 148,190            |   |   | 790,774           |   |   | 931,578       |   |   | 966,775    |   |   | 3,640,756    |  
|Office and miscellaneous                           |   | 3,149              |   |   | 1,770             |   |   | 7,113         |   |   | 9,909      |   |   | 105,838      |  
|Public relations and donation                      |   | -                  |   |   | -                 |   |   | 5,102         |   |   | -          |   |   | 579,496      |  
|Rent  Note 5                                      |   | 4,355              |   |   | -                 |   |   | 32,238        |   |   | -          |   |   | 81,003       |  
|Research and development  Note 5                  |   | -                  |   |   | 1,157,109         |   |   | -             |   |   | 1,755,754  |   |   | 8,553,859    |  
|Transfer agent and filing fees                     |   | 1,953              |   |   | 2,178             |   |   | 5,311         |   |   | 4,256      |   |   | 31,641       |  
|Travel                                             |   | 20,642             |   |   | 41,720            |   |   | 83,088        |   |   | 48,303     |   |   | 414,157      |  
|Write down of patents                              |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | 8,004,447    |  
|                                                   |   |                    |   |   |                   |   |   |               |   |   |            |   |   |              |  
|Operating loss                                     |   | (389,823           | ) |   | (2,098,080        | ) |   | (2,017,923    | ) |   | (3,062,390 | ) |   | (25,614,554  | )
|                                                   |   |                    |   |   |                   |   |   |               |   |   |            |   |   |              |  
|Interest income                                    |   | 15                 |   |   | 276               |   |   | 195           |   |   | 418        |   |   | 23,133       |  
|Foreign exchange gain (loss)                       |   | (52,714            | ) |   | 228               |   |   | (45,340       | ) |   | 1,289      |   |   | (40,466      | )
|Gain on disposal of rights under
      development |   |                    |   |   |                   |   |   |               |   |   |            |   |   |              |  
|agreement  Note 3                                 |   | 793,560            |   |   | -                 |   |   | 793,560       |   |   | -          |   |   | 793,560      |  
|                                                   |   |                    |   |   |                   |   |   |               |   |   |            |   |   |              |  
|Income (loss) from continuing operations           |   | 351,038            |   |   | (2,097,576        | ) |   | (1,269,508    | ) |   | (3,060,683 | ) |   | (24,838,327  | )
|Loss from discontinued operations                  |   | -                  |   |   | -                 |   |   | -             |   |   | -          |   |   | (41,998      | )
|                                                   |   |                    |   |   |                   |   |   |               |   |   |            |   |   |              |  
|Net income (loss)                                  | $ | 351,038            |   | $ | (2,097,576        | ) | $ | (1,269,508    | ) | $ | (3,060,683 | ) | $ | (24,880,325  | )
|                                                   |   |                    |   |   |                   |   |   |               |   |   |            |   |   |              |  
|Basic and diluted loss per share  continuing      |   |                    |   |   |                   |   |   |               |   |   |            |   |   |              |  
|operations                                         | $ | 0.02               |   | $ | (0.00             | ) | $ | (0.06         | ) | $ | (0.07      | ) |   |              |  
|                                                   |   |                    |   |   |                   |   |   |               |   |   |            |   |   |              |  
|Weighted average shares outstanding                |   | 21,639,190         |   |   | 15,230,513        |   |   | 20,578,301    |   |   | 14,768,687 |   |   |              |  

SEE ACCOMPANYING NOTES

---

|ACRONGENOMICS, INC.                                                          
|-----------------------------------------------------------------------------
|(A Development Stage Company)                                                
|INTERIM STATEMENTS OF CASH FLOWS                                             
|for the nine months ended September 30 2008 and 2007 and                     
|for the period August 17, 1999 (Date of Inception) to September
      30,2008
|(Stated in US Dollars)                                                       
|(Unaudited)                                                                  

|                                                                      |   |                   |   |   |               |   |   | August 17,    |  
|--------------------------------------------------------------------- | - | ----------------- | - | - | ------------- | - | - | ------------- | -
|                                                                      |   |                   |   |   |               |   |   | 1999 (Date of |  
|                                                                      |   | Nine Months Ended |   |   | Inception) to |  
|                                                                      |   | September 30,     |   |   | September 30, |  
|                                                                      |   | 2008              |   |   | 2007          |   |   | 2008          |  
|                                                                      |   |                   |   |   |               |   |   | (Cumulative)  |  
|Cash Flows used in Operating Activities                               |   |                   |   |   |               |   |   |               |  
|Loss from continuing
      operations                                 | $ | (1,269,508        | ) | $ | (3,060,683    | ) | $ | (24,838,327   | )
|Items not affecting cash:                                             |   |                   |   |   |               |   |   |               |  
|Amortization                                                          |   | -                 |   |   | -             |   |   | 741,430       |  
|Shares
      issued to settle accounts payable                        |   | -                 |   |   | -             |   |   | 626,000       |  
|Shares issued as signing bonus                                        |   | 908,500           |   |   | 645,000       |   |   | 1,553,500     |  
|Shares
      issued for services                                      |   | 547,375           |   |   | -             |   |   | 547,375       |  
|Stock-based compensation                                              |   | 370,011           |   |   | 231,775       |   |   | 1,796,936     |  
|Interest
      on notes payable                                       |   | 247,654           |   |   | -             |   |   | 247,654       |  
|Gain on disposal of rights under development agreement                |   | (793,560          | ) |   |               |   |   | (793,560      | )
|Write-down
      of patents                                           |   | -                 |   |   | -             |   |   | 8,004,447     |  
|Gain on deposit of rights under development agreement                 |   | (793,560          | ) |   | -             |   |   | (793,560      | )
|Changes in non-cash working capital
      items:                      |   |                   |   |   |               |   |   |               |  
|Accounts receivable                                                   |   | (149,794          | ) |   | (4,015        | ) |   | (149,794      | )
|Prepaid
      expenses and deposit                                    |   | 45,977            |   |   | -             |   |   | 23,697        |  
|Accounts payable and accrued liabilities                              |   | (750,073          | ) |   | 366,101       |   |   | 863,0979      |  
|                                                                      |   |                   |   |   |               |   |   |               |  
|Net cash used in operating activities                                 |   | (843,418          | ) |   | (1,821,822    | ) |   | (11,377,545   | )
|                                                                      |   |                   |   |   |               |   |   |               |  
|Cash Flows used in Investing Activities                               |   |                   |   |   |               |   |   |               |  
|Long-term investment                                                  |   | (1,386,928        | ) |   | -             |   |   | (1,386,928    | )
|Patents                                                               |   | -                 |   |   | -             |   |   | (121,877      | )
|                                                                      |   |                   |   |   |               |   |   |               |  
|Net cash used in investing activities                                 |   | (1,386,928        | ) |   | -             |   |   | (1,508,805    | )
|                                                                      |   |                   |   |   |               |   |   |               |  
|Cash Flows provided by Financing Activities                           |   |                   |   |   |               |   |   |               |  
|Common stock issued for cash                                          |   | 1,247,448         |   |   | 1,863,908     |   |   | 11,917,838    |  
|Stock purchase warrants                                               |   | -                 |   |   | -             |   |   | 370,307       |  
|Increase (decrease) in loan payable                                   |   | -                 |   |   | (27,273       | ) |   | 1,000         |  
|Issuance of notes
      payable                                       |   | 694,136           |   |   | -             |   |   | 694,136       |  
|Shares subscriptions                                                  |   | 168,500           |   |   | -             |   |   | 168,500       |  
|Advances from/to
      discontinued operations of disposed subsidiary |   | -                 |   |   | -             |   |   | (41,998       | )
|                                                                      |   |                   |   |   |               |   |   |               |  
|Net cash provided by financing activities                             |   | 2,110,084         |   |   | 1,836,635     |   |   | 13,109,783    |  
|                                                                      |   |                   |   |   |               |   |   |               |  
|Increase (decrease) in cash during the period                         |   | (120,262          | ) |   | 14,813        |   |   | 223,433       |  
|                                                                      |   |                   |   |   |               |   |   |               |  
|Cash, beginning of period                                             |   | 343,695           |   |   | 4,552         |   |   | -             |  
|                                                                      |   |                   |   |   |               |   |   |               |  
|Cash, end of period                                                   | $ | 223,433           |   | $ | 18,176        |   | $ | 223,433       |  
|                                                                      |   |                   |   |   |               |   |   |               |  
|Non-cash Transactions  Note 9                                        |   |                   |   |   |               |   |   |               |  

SEE ACCOMPANYING NOTES

---

|ACRONGENOMICS, INC.                                                           
|------------------------------------------------------------------------------
|(A Development Stage Company)                                                 
|INTERIM STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)                       
|For the period August 17, 1999 (Date of Inception) to September
      30, 2008
|(Stated in US Dollars)                                                        
|(Unaudited)                                                                   



|                                      |             |              |  |   |        |  |   |            |   |   |               |  |   |        |  |   | Deficit     |   |  |             |  
|------------------------------------- | ----------- | ------------ |  | - | ------ |  | - | ---------- | - | - | ------------- |  | - | ------ |  | - | ----------- | - |  | ----------- | -
|                                      |             | Common Stock |  |   |        |  |   |            |   |   | Accumulated   |  |   |        | 
|                                      |             |              |  |   |        |  |   | Additional |   |   |               |  |   | Shares |  |   | During the  |   |  |             |  
|                                      |             |              |  |   | Par    |  |   | Paid-in    |   |   | Stock         |  |   | to be  |  |   | Development |   |  | Contributed |  
|                                      |             | Number       |  |   | Value  |  |   | Capital    |   |   | Subscriptions |  |   | Issued |  |   | 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   |  

/contd

SEE ACCOMPANYING NOTES

---

|ACRONGENOMICS, INC.                                                           
|------------------------------------------------------------------------------
|(A Development Stage Company)                                                 
|INTERIM STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)                       
|For the period August 17, 1999 (Date of Inception) to September
      30, 2008
|(Stated in US Dollars)                                                        
|(Unaudited)                                                                   

|                                 |            |  |              |   |  |           |   |  |            |   |  |               |   |  |        |  |  | Deficit     |   |  |             |  
|-------------------------------- | ---------- |  | ------------ | - |  | --------- | - |  | ---------- | - |  | ------------- | - |  | ------ |  |  | ----------- | - |  | ----------- | -
|                                 |            |  | Common Stock |   |  |           |   |  |            |   |  | Accumulated   |   |  |        | 
|                                 |            |  |              |   |  |           |   |  | Additional |   |  |               |   |  | Shares |  |  | During the  |   |  |             |  
|                                 |            |  |              |   |  |           |   |  | Paid-in    |   |  | Stock         |   |  | to be  |  |  | Development |   |  | Contributed |  
|                                 |            |  | Number       |   |  | Par Value |   |  | Capital    |   |  | Subscriptions |   |  | Issued |  |  | 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 | )
|Capital contribution from        |            |  |              |   |  |           |   |  |            |   |  |               |   |  | -      |  |  |             |   |  |             |  
|subsidiary on disposition        |            |  | -            |   |  | -         |   |  | (6,000     | ) |  | -             |   |  | -      |  |  | -           |   |  | (6,000      | )
|Net loss from discontinued       |            |  |              |   |  |           |   |  |            |   |  |               |   |  | -      |  |  |             |   |  |             |  
|operations                       |            |  | -            |   |  | -         |   |  | -          |   |  | -             |   |  |        |  |  | (1,935      | ) |  | (1,935      | )
|                                 |            |  |              |   |  |           |   |  |            |   |  |               |   |  |        |  |  |             |   |  |             |  
|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    | ) |  | (7,836,000 | ) |  | -             |   |  | -      |  |  | 7,840,000   |   |  | -           |  
|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    |   |  | 10,475,544 |   |  | 40,000        |   |  | -      |  |  | (10,714,700 | ) |  | (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:                      | - at $0.50 |  | 22,000       |   |  | 22        |   |  | 10,978     |   |  | -             |   |  | -      |  |  | -           |   |  | 11,000      |  
|                                 | - at $0.75 |  | 20,000       |   |  | 20        |   |  | 14,980     |   |  | -             |   |  | -      |  |  | -           |   |  | 15,000      |  
|                                 | - at $1.10 |  | 84,090       |   |  | 84        |   |  | 92,415     |   |  | -             |   |  | -      |  |  | -           |   |  | 92,499      |  
|Less: commission  cash          |            |  | -            |   |  | -         |   |  | (64,021    | ) |  | -             |   |  | -      |  |  | -           |   |  | (64,021     | )
|commission  stock               |            |  | -            |   |  | -         |   |  | (118,499   | ) |  | -             |   |  | -      |  |  |             |   |  | (118,499    | )
|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    |   |  | 14,508,056 |   |  | (3,300        | ) |  | -      |  |  | (15,770,817 | ) |  | (1,248,195  | )

/contd

SEE ACCOMPANYING NOTES

---

|Continued                                                                     
|------------------------------------------------------------------------------
|ACRONGENOMICS, INC.                                                           
|(A Development Stage Company)                                                 
|INTERIM STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)                       
|For the period August 17, 1999 (Date of Inception) to September
      30, 2008
|(Stated in US Dollars)                                                        
|(Unaudited)                                                                   

|                                  |              |  |   |        |  |   |            |   |   |               |   |   |        |  |   | Deficit     |   |   |             |  
|--------------------------------- | ------------ |  | - | ------ |  | - | ---------- | - | - | ------------- | - | - | ------ |  | - | ----------- | - | - | ----------- | -
|                                  | Common Stock |  |   |        |  |   |            |   |   | Accumulated   |   |   |        | 
|                                  |              |  |   |        |  |   | Additional |   |   |               |   |   | Shares |  |   | During the  |   |   |             |  
|                                  |              |  |   | Par    |  |   | Paid-in    |   |   | Stock         |   |   | to be  |  |   | Development |   |   | Contributed |  
|                                  | Number       |  |   | Value  |  |   | Capital    |   |   | Subscriptions |   |   | Issued |  |   | Stage       |   |   | Total       |  
|                                  |              |  |   |        |  |   |            |   |   |               |   |   |        |  |   |             |   |   |             |  
|Balance, December 31, 2007        | 17,866,471   |  | $ | 17,866 |  | $ | 14,508,056 |   | $ | (3,300        | ) | $ | -      |  | $ | (15,770,817 | ) | $ | (1,248,195  | )
|Stock subscription received       | -            |  |   | -      |  |   | -          |   |   | 3,300         |   |   | -      |  |   | -           |   |   | 3,300       |  
|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                        | 727,750      |  |   | 728    |  |   | 290,372    |   |   | -             |   |   | -      |  |   | -           |   |   | 291,100     |  
|Capital stock issued for services |              |  |   |        |  |   |            |   |   |               |   |   |        |  |   |             |   |   |             |  
|- at $0.95                        | 300,000      |  |   | 300    |  |   | 284,700    |   |   | -             |   |   | -      |  |   | -           |   |   | 285,000     |  
|- at $0.79                        | 1,150,000    |  |   | 1,150  |  |   | 907,350    |   |   | -             |   |   | -      |  |   | -           |   |   | 908,500     |  
|- at $0.53                        | 550,000      |  |   | 550    |  |   | 290,950    |   |   | -             |   |   | -      |  |   | -           |   |   | 291,500     |  
|Less: commission  cash           | -            |  |   | -      |  |   | (145,960   | ) |   | -             |   |   | -      |  |   | -           |   |   | (145,960    | )
|Stock-based compensation          | -            |  |   | -      |  |   | 370,011    |   |   | -             |   |   | -      |  |   | -           |   |   | 370,011     |  
|Convertible notes  Note 4        | -            |  |   | -      |  |   | 247,654    |   |   | 168,500       |   |   | -      |  |   | -           |   |   | 247,654     |  
|Stock subscriptions  Note 4      | -            |  |   | -      |  |   | -          |   |   | -             |   |   | -      |  |   | -           |   |   | 168,500     |  
|Shareholder contribution  Note 8 | -            |  |   | -      |  |   | 491,749    |   |   | -             |   |   | -      |  |   | -           |   |   | 491,749     |  
|Shares issuable for services     |              |  |   |        |  |   |            |   |   |               |   |   |        |  |   |             |   |   |             |  
|Note 7                            | -            |  |   | -      |  |   | -          |   |   | -             |   |   | 54,000 |  |   | -           |   |   | 54,000      |  
|Net loss for the period           | -            |  |   | -      |  |   | -          |   |   | -             |   |   | -      |  |   | (1,269,508  | ) |   | (1,269,508  | )
|                                  |              |  |   |        |  |   |            |   |   |               |   |   |        |  |   |             |   |   |             |  
|Balance, September 30, 2008       | 21,934,231   |  | $ | 21,934 |  | $ | 18,342,550 |   | $ | 168,500       |   | $ | 54,000 |  | $ | (17,040,325 | ) | $ | 1,546,659   |  



SEE ACCOMPANYING NOTES

---

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

|Note 1 | Interim Reporting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | While the information presented
        in the accompanying interim nine months financial statements is unaudited,
        it includes all adjustments which are, in the opinion of management, necessary
        to present fairly the financial position, results of operations and cash
        flows for the interim periods presented in accordance with accounting
        principles generally accepted in the United States of America. These interim
        financial statements follow the same accounting policies and methods of
        their application as the Companys December 31, 2007 annual financial
        statements. All adjustments are of a normal recurring nature. It is suggested
        that these interim financial statements be read in conjunction with the
        Companys December 31, 2007 annual financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Note 2 | 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 interim financial statements
        have been prepared in accordance with generally accepted accounting principles
        applicable to a going concern, which assumes that the Company will be
        able to meet its obligations and continue its operations for its next
        twelve months. 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, 2008, the Company had not yet achieved
        profitable operations, has accumulated losses of $17,040,325 since its
        inception, has a working capital deficiency of $633,829 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.

---

|Acrongenomics, Inc.                      
|-----------------------------------------
|(A Development Stage Company)            
|Notes to the Interim Financial Statements
|September 30, 2008                       
|(Stated in US Dollars)                   
|(Unaudited)  Page 2                     

|Note 3 | Long-Term Investment
|------ | --------------------

| |                                                |   | September 30 2008 |  |   | December 31, 2007 | 
| | ---------------------------------------------- | - | ----------------- |  | - | ----------------- | 
| | Advance on investment in Molecular Vision Ltd. | $ | 1,082,849         |  | $ | -                 | 
| | Common shares of Molecular Vision Ltd.         |   | 1,097,639         |  |   | -                 | 
| |                                                | $ | 2,180,488         |  | $ | -                 | 

By a development agreement dated February
  13, 2007 and amended May 23, 2007, the Company agreed to collaborate with Molecular
  Vision Ltd. (Molecular), a UK company, to acquire the exclusive
  rights to commercialize certain technology relating to the analysis/diagnostic
  fields (BioLED Technology), to contract Molecular to complete the research and
  development necessary to achieve manufacturable prototypes and have first right
  of refusal to fund the development of additional applications of the technology
  by agreeing to pay $4,225,700 (GBP£2,325,000) (this sum is in addition
  to the GBP£575,000 previously paid under the February 13, 2007 agreement)
  over 3 years and grant 2,000,000 share purchase options entitling the holders
  thereof the right to purchase one common share of the Company at $0.50 per share.
  The options were to vest at 50% per milestone and be exercisable within a period
  of 5 years from the date of vesting. As the vesting of the share purchase options
  granted were contingent upon the performance milestones, no value was ascribed
  to them as it was unlikely that they would be vested.

Molecular also granted to the Company
  an exclusive, worldwide, perpetual license to the intellectual property to develop
  and commercialize it, subject to the payment to the vendor of a royalty of 30%
  of gross receipts.

On January 31, 2008, by a Heads of Terms
  agreement dated in November 2007 and amended February 1, 2008, the Company acquired
  10.9% of the share capital of Molecular for $1,097,639 (GBP£550,000).

By a letter agreement dated August 19,
  2008 and formalized November 13, 2008, the development agreement was terminated.
  As consideration for the Companys contributions made under the development
  agreement and in lieu of certain rights granted under the development agreement,
  Molecular will pay to the Company royalties of 0.3 -0.5% on net product sales
  and 3% to 5% of licensing fees received by Molecular until patents owned by
  Molecular expire and issue to the Company 12,801 common shares of Molecular
  valued at $793,560 (GBP£425,000). In addition, the Company will receive
  a refund of $648,408 (GBP£345,000) for amounts paid to Molecular for research
  and development costs incurred during the nine months ended September 30, 2008.
  The amount is to be refunded as to: $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 $149,794 (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). The Company was also granted the option to purchase
  4,518 shares of Molecular at £33.20 ($60.34) per share from three founders
  of Molecular on or before December 31, 2008. The Molecular shares to be received
  of 12,801 and 4,367 shares have been recorded as an advance on investment of
  $1,082,849.

---

|Acrongenomics, Inc.                      
|-----------------------------------------
|(A Development Stage Company)            
|Notes to the Interim Financial Statements
|September 30, 2008                       
|(Stated in US Dollars)                   
|(Unaudited)  Page 3                     

|Note 3 | Long-Term Investment (contd)                                                                                                                                                                                                                                                                                                                                                                                                                     
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | In addition, in the
        event that a creditor of Molecular converts an outstanding convertible
        loan of £500,000 ($908,750) into shares of Molecular, the Company
        would have the option to purchase 20,000 additional shares of Molecular
        at £25 ($45.44) per share.                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 4 | Notes Payable                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | An amount of $247,654
        has been recorded in additional paid-in capital at September 30, 2008,
        for the fair value of the beneficial conversion feature of the notes and
        $247,654 has been amortized into income as interest on the notes payable.                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|Note 5 | Related Party Transactions Notes 4, 7 and 8                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       | The Company incurred
        the following charges with 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:

---

|Acrongenomics, Inc.                      
|-----------------------------------------
|(A Development Stage Company)            
|Notes to the Interim Financial Statements
|September 30, 2008                       
|(Stated in US Dollars)                   
|(Unaudited)  Page 4                     

|Note 5 | Related Party Transactions Notes
      4, 7 and 8  (contd)
|------ | -------------------------------------------------------------

| |                           |   |                    |  |   |                   |  |   |               |  |   |         |  |   | August 17,    | 
| | ------------------------- | - | ------------------ |  | - | ----------------- |  | - | ------------- |  | - | ------- |  | - | ------------- | 
| |                           |   |                    |  |   |                   |  |   |               |  |   |         |  |   | 1999 (Date of | 
| |                           |   | Three Months ended |  |   | Nine Months Ended |  |   | Inception) to | 
| |                           |   | September 30,      |  |   | September 30,     |  |   | June 30,      | 
| |                           |   | 2008               |  |   | 2007              |  |   | 2008          |  |   | 2007    |  |   | 2008          | 
| |                           |   |                    |  |   |                   |  |   |               |  |   |         |  |   |               | 
| | Accounting fees           | $ | 14,913             |  | $ | 17,696            |  | $ | 53,258        |  | $ | 38,194  |  | $ | 243,157       | 
| | Consulting fees           |   | 44,685             |  |   | 34,500            |  |   | 191,383       |  |   | 95,400  |  |   | 588,684       | 
| | Interest on notes payable |   | 8,059              |  |   | -                 |  |   | 167,268       |  |   | -       |  |   | 167,268       | 
| | Legal fees                |   | -                  |  |   | -                 |  |   | -             |  |   | -       |  |   | 60,656        | 
| | Management fees           |   | 99,920             |  |   | 753,277           |  |   | 861,578       |  |   | 861,832 |  |   | 3,415,956     | 
| | Rent                      |   | -                  |  |   | -                 |  |   | -             |  |   | -       |  |   | 36,000        | 
| | Research and development  |   | -                  |  |   | -                 |  |   | -             |  |   | -       |  |   | 5,604,189     | 
| |                           |   |                    |  |   |                   |  |   |               |  |   |         |  |   |               | 
| |                           | $ | 167,576            |  | $ | 805,473           |  | $ | 1,273,487     |  | $ | 995,426 |  | $ | 10,115,910    | 

|       | Research and development expenditures
        are comprised of testing costs of the molecular diagnostic test products.                                                                                                                                                                                                                                                                
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                        
|       | Accounts payable and accrued
        liabilities at September 30, 2008 includes $261,982 (December 31, 2007:
        $1,166,568) 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 6 | Loans Payable                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                        
|       | Loans payable are unsecured,
        non-interest bearing and have no specific terms for repayment.                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                        
|Note 7 | Capital Stock Notes
        4, 8, 9 and 10                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                        
|       | Commitments                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                        
|       | Share Purchase Warrants                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                        
|       | At September 30, 2008, there
        are 2,944,768 (December 31, 2007: 1,593,213) share purchase warrants outstanding
        entitling the holders thereof the right to acquire one common share for
        each warrant held.                                                                                                                                                       

---

|Acrongenomics, Inc.                      
|-----------------------------------------
|(A Development Stage Company)            
|Notes to the Interim Financial Statements
|September 30, 2008                       
|(Stated in US Dollars)                   
|(Unaudited)  Page 5                     

|Note 7 | Capital Stock Notes 4, 8, 9 and 10
       (contd)                                   
|------ | ---------------------------------------------------------------------------------------
|       |                                                                                        
|       | Commitments (contd)                                                                  
|       |                                                                                        
|       | Share Purchase Warrants  (contd)                                                     
|       |                                                                                        
|       | The following table summarizes the warrants outstanding
      as at September 30, 2008:

| | Number Outstanding | Exercise |                  
| | ------------------ | -------- | -----------------
| | and Exercisable    | Price    | Expiry Date      
| |                    |          |                  
| | 374,648            | $1.50    | October 23, 2008 
| | 35,000             | $1.50    | October 27, 2008 
| | 165,000            | $1.50    | February 28, 2009
| | 392,610            | $1.50    | April 20, 2009   
| | 1,250,010          | $1.60    | August 15, 2009  
| | 727,500            | $0.75    | April 20, 2009   
| |                    |          |                  
| | 2,944,768          |          |                  

A summary of changes in the Companys
  share purchase warrants for the nine months ended September 30, 2008 and the
  year ended December 31, 2007 is presented below:

| |                              |  | September 30, 2008 |   |   | December 31, 2007 | 
| | ---------------------------- |  | ------------------ | - | - | ----------------- | 
| |                              |  |                    |   |   | Weighted          | 
| |                              |  |                    |   |   | Average           | 
| |                              |  | Number of          |   |   | Exercise          | 
| |                              |  | Warrants           |   |   | Price             | 
| |                              |  |                    |   |   |                   | 
| | Outstanding, beginning       |  |                    |   |   |                   | 
| | of year                      |  | 1,548,213          |   | $ | 1.42              | 
| | Granted                      |  | 2,022,510          |   | $ | 1.29              | 
| | Expired                      |  | (625,955           | ) | $ | 1.29              | 
| | Outstanding and exercisable, |  |                    |   |   |                   | 
| | end of the period            |  | 2,944,768          |   | $ | 1.36              | 

Warrants outstanding at September 30,
  2008 to acquire 374,648 common shares at $1.50 per share and 35,000 common shares
  at $1.50 per share expired on October 23, 2007 and October 27, 208, respectively.

The weighted average life remaining
  of all share purchase warrants is 0.62 years.

---

|Acrongenomics, Inc.                      
|-----------------------------------------
|(A Development Stage Company)            
|Notes to the Interim Financial Statements
|September 30, 2008                       
|(Stated in US Dollars)                   
|(Unaudited)  Page 6                     

|Note 7 | Capital Stock Notes 4, 8, 9 and 10
       (contd)                                                                                                                                                                                                                                                                    
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                         
|       | Commitments (contd)                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                         
|       | Share Purchase Options                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                         
|       | As at September 30, 2008, there
        were 2,100,000 (December 31, 2007: 3,500,000) share purchase options outstanding
        entitling the holders thereof to purchase one common share for each option
        held. The following table summarizes the stock options outstanding as
        at September 30, 2008:

| |                    | Exercise |                  
| | ------------------ | -------- | -----------------
| | Number Outstanding | Price    | Expiry Date      
| |                    |          |                  
| | 100,000            | $2.50    | May 3, 2016      
| | 600,000            | $1.00    | March 22, 2012   
| | 600,000            | $0.50    | February 12, 2017
| | 500,000            | $0.60    | March 31, 2018   
| | 300,000*           | $0.50    | April 1, 2018    
| |                    |          |                  
| | 2,100,000          |          |                  

| | * | 200,000 share purchase options will vest at a rate of
        25% every six months. The Company shall replace every 50,000 block of
        exercised share options by granting a block of the same number of stock
        options every six months at a new price based on the ten days average
        stock price at that time. An additional 100,000 share purchase options
        were granted at $0.50 per share in exchange for 100,000 share purchase
        options at $2.50 per share.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

A summary of changes in the Companys
  stock options for the years ended September 30, 2008 and the year ended December
  31, 2007 is presented below:

| |                                | September 30, 2008 |   | December 31, 2007 | 
| | ------------------------------ | ------------------ | - | ----------------- | 
| |                                |                    |   | Weighted          | 
| |                                |                    |   | Average           | 
| |                                | Number of          |   | Exercise          | 
| |                                | Options            |   | Price             | 
| |                                |                    |   |                   | 
| | Outstanding, beginning of year | 3,500,000          |   | $ 0.70            | 
| | Granted                        | 800,000            |   | $ 0.56            | 
| | Expired/cancelled              | (2,100,000         | ) | $ 0.50            | 
| | Exchanged                      | (100,000           | ) | $ 2.50            | 
| |                                |                    |   |                   | 
| | Outstanding, end of period     | 2,100,000          |   | $ 0.76            | 
| |                                |                    |   |                   | 
| | Exercisable, end of period     | 1,500,000          |   | $ 0.85            | 

---

|Acrongenomics, Inc.                      
|-----------------------------------------
|(A Development Stage Company)            
|Notes to the Interim Financial Statements
|September 30, 2008                       
|(Stated in US Dollars)                   
|(Unaudited)  Page 7                     

|Note 7 | Capital Stock Notes 4, 8, 9 and 10
       (contd)                                                                                                                                                                                                 
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                      
|       | Commitments (contd)                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                      
|       | Share Purchase Options  (contd)                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                      
|       | During the nine months ended
        September 30, 2008, the Company cancelled 2,000,000 unvested stock options
        exercisable at $0.50 pursuant to a letter agreement dated August 19, 2008
        (Note 3).                                  
|       |                                                                                                                                                                                                                                                      
|       | The weighted average contractual
        life remaining of all stock options granted is 6.37 years. The unvested
        options will only vest and be exercisable at a future date and/or upon
        specific milestones being reached as follows:

|Options | Vesting Date     
|------- | -----------------
|        |                  
|300,000 | October 1, 2008  
|150,000 | February 12, 2009
|50,000  | April 1, 2009    
|50,000  | October 1, 2009  
|50,000  | April 1, 2010    
|        |                  
|600,000 |                  

The fair value of each option grant
  was estimated on the date of the grant using the Black-Scholes option valuation
  model with the assumptions noted below. The Black-Scholes option valuation model
  requires the input of highly subjective assumptions including the expected price
  volatility. Changes in the subjective input assumptions can materially affect
  the fair value estimate and therefore, the Black-Scholes model does not necessarily
  provide a reliable single measure of the fair value of the Companys share
  purchase options.

| |                         | September 30 2008 |  | December 31, 2007
| | ----------------------- | ----------------- |  | -----------------
| |                         |                   |  |                  
| | Expected dividend yield | 0.0%              |  | 0.0%             
| | Expected volatility     | 82.53%  94.36%   |  | 83.0% - 90.8%    
| | Risk-free Interest Rate | 3.57%  4.80%     |  | 4.04%  4.81%    
| | Term in years           | 10.0              |  | 5.0  10.0       
| | Fair value              | $0.33 - $0.64     |  | $0.33 - $1.01    

---

|Acrongenomics, Inc.                      
|-----------------------------------------
|(A Development Stage Company)            
|Notes to the Interim Financial Statements
|September 30, 2008                       
|(Stated in US Dollars)                   
|(Unaudited)  Page 8                     

|Note 7 | Capital Stock Notes 4, 8, 9 and 10  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Commitments (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Share Purchase
        Options  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | The expected volatility
        is calculated based on the Companys historical share price and the
        expected term in years is calculated using the Simplified Method as defined
        in SAB 107.                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | During the year ended
        December 31, 2007, the Company granted a consultant and directors and
        officers of the Company 1,300,000 stock options with a total fair value
        of $777,500. During the nine months ended September 30, 2008 the Company
        issued 800,000 stock options. As the stock options have a graded vesting
        schedule, the total non-cash compensation cost recognized during the nine
        months ended September 30, 2008 was $370,011 ($189,274 has been included
        in consulting fees and $180,737 has been included in management fees).
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Share subscriptions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | At September 30, 2008,
        the Company had received $168,500 pursuant to share subscription agreements
        for 421,250 units at $0.40 per unit. Each unit consists of one common
        share of the Company and one share purchase warrant exercisable into one
        additional common share of the Company for $0.75 for a period of two years
        from the date of issuance. 375,000 of these shares were issued subsequent
        to September 30, 2008.                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | During the nine months
        ended September 30, 2008, the Company received the $3,300 share subscription
        receivable that was outstanding at December 31, 2007.                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Shares to be issued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | During the nine months
        ended September 30, 2008, the Company agreed to issue 200,000 common shares
        with a market value of $54,000 to a director and officer of the Company
        as compensation for management services rendered.                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Convertible notes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | Note 4                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Note 8 | Commitments
        Notes 4 and 7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

|Acrongenomics, Inc.                      
|-----------------------------------------
|(A Development Stage Company)            
|Notes to the Interim Financial Statements
|September 30, 2008                       
|(Stated in US Dollars)                   
|(Unaudited)  Page 9                     

|Note 8 | Commitments Notes 4 and
      7  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|Note 9 | 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 recorded stock-based compensation
        expense of $370,011 charged to 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.

---

|Acrongenomics, Inc.                      
|-----------------------------------------
|(A Development Stage Company)            
|Notes to the Interim Financial Statements
|September 30, 2008                       
|(Stated in US Dollars)                   
|(Unaudited)  Page 10                    

|Note 9  | Non-cash Transactions (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | 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 nine months ended September 30, 2008,
        the Company recorded management fees of $350,750 and consulting fees of
        $31,600 charged to the statements of operations.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | During the nine months ended
        September 30, 2008, the Company agreed to issue 200,000 common shares
        at $0.27 to a director of the Company in recognition for services provided.
        During the nine months ended September 30, 2008, the Company recorded
        management fees of $54,000 charged to the statement of operations.                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | During the nine months ended
        September 30, 2008, the Company recorded an advance on investment of $793,560
        with respect to the value of shares of Molecular to be issued to the Company
        in lieu of certain rights granted under the development agreement.                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | These transactions have been
        excluded from the statements of cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Note 10 | Subsequent Event
        Notes 4, 7 and 8                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|        | Subsequent to September 30, 2008,
        the Company signed a Co-operation Agreement with another entity to assist
        the Company in raising funds for its operations and to potentially acquire
        additional holdings of Molecular in exchange for distribution rights on
        portable diagnostic devices the Company may acquire that would be using
        Molecular technology in selected areas within India. An advance payment
        in the amount of $20,550 was paid on October 20, 2008 for various expenses.                                                     

---

- 2 -

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.

Forward-Looking Statements

This 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, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, 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
references to common shares refer to the common shares of our capital
stock.

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

Corporate Overview

We were incorporated under the laws of the State of Nevada on
August 17, 1999 under the name Cellway Ventures Inc. On February 25, 2004, we
changed the name of our company to Acrongenomics, Inc.

We are a development stage company focusing on investing and
commercializing novel technology platforms concerning the life sciences sector.
Until recently we were engaged in the business of the development of BioLED
Technology, combining microfluidics and polymer Light Emitting Diodes (pLED) for
use in future Point-of-Care diagnostic devices. 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.

Over the next 12 months Molecular Vision will continue to
develop the prototype Point-of-Care testing device for diabetes management and
cardiovascular testing. Presently Molecular Vision Limited and Pearson Matthews,
a specialist design development company, expect that by early 2009 they will
fabricate a final prototype Point-of-Care device which will be used for the
detection of albumin and creatinine in urine (in order to perform multiple
testing on the device), as well as the detection of myoglobin (cardiac marker)
first in solution and then in whole blood.

Until August 19, 2008, 2008, we had been operating pursuant to
a Development Agreement dated February 27, 2007, whereby we funded the
development of the Point of Care device of Molecular Vision in return for a
license to commercialize and sell the device. Under the August 19, 2008 interim
agreement and formal agreements dated November 13, 2008, we and Molecular Vision
terminated the Development Agreement, we received 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 we increased our ownership position in
Molecular Vision to approximately a 28% ownership. As a result of the
restructuring of our relationship with Molecular Vision, we are now expected to
seek other development opportunities in fields possibly related or complimentary
to the Molecular Vision technology.

When and if we are ready to begin regulatory activities, we may
begin the process by determining exactly what we need to do and who we need to
contact, for submitting all relevant files to the Food and Drug Administration
for approval.

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- 3 -

We have incurred operating losses since inception, have not
generated any revenues, and have not achieved profitable operations. Our deficit
accumulated during the development stage through September 30, 2008 aggregated
$17,040,325. We have incurred net losses as a result of our operation expenses,
including research and development expenses and the payment of our audit fees
and legal fees. We anticipate that our operating expenses will increase as we
intend to conduct detailed development of our first prototype Point-of-Care
diagnostic device and work towards its completion.

We estimate our expenses in the next 12 months will be
approximately $1,920,000, generally falling in two major categories: $300,000 in
research and development expenses and $1,620,000 in general and administrative
expenses.

Liquidity and Capital Resources

Working Capital

|                                  |   | September 30, 2008 |   |   | December 31, 2007 |   |  | Change  | 
|--------------------------------- | - | ------------------ | - | - | ----------------- | - |  | ------- | 
|Current Assets                    | $ | 432,655            |   | $ | 365,975           |   |  | 66,680  | 
|Current Liabilities               | $ | 1,066484           |   | $ | 1,614,170         |   |  | 547686  | 
|Working Capital Surplus (Deficit) | $ | (633,829           | ) | $ | (1,248,195        | ) |  | 614,366 | 

We had cash on hand of $223,433 as at September 30, 2008,
compared with $343,695 as at December 31, 2007. We had a working capital deficit
of $633,829 at September 30, 2008, compared to a working capital deficit of
$1,248,195 as at December 31, 2007.

We do not currently have sufficient amount of cash to satisfy
our cash requirements for the next 12 months. We expect to seek additional funds
through equity or debt financing, collaborative or other arrangements with
corporate partners, and from other sources. We may not be able to obtain any
additional financing on terms acceptable to us, if at all, or we may not raise
as much as we need. If adequate additional funds are not available when
required, we will have to delay, scale-back or eliminate some of our research or
development activities or some other aspects of our operations and our business
will be materially and adversely affected. If we raise additional funds through
the sale of our equity securities, existing shareholders will experience a
dilution of their interest in our company. Obtaining commercial loans or related
party loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.

Results of Operations

Revenue

We have earned no revenue since our inception. We are still in
the development stage and do not anticipate earning any revenues until such time
as Molecular Vision can generate a royalty stream and/or we can establish an
alliance with targeted companies to market or distribute the results of our
research projects.

Expenses

We incurred operating expenses in the amount of $389,823 for
the quarter ended September 30, 2008, compared with expenses of $2,098,080 the
same period from the previous year.

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- 4 -

We incurred the following operating expenses for the three
month periods ended September 30, 2008:

|                               |   | Three    |   |       | Three          |   |   | Nine       |   |   | Nine       |  
|------------------------------ | - | -------- | - | ----- | -------------- | - | - | ---------- | - | - | ---------- | -
|                               |   | Months   |   |       | Months         |   |   | Months     |   |   | Months     |  
|                               |   | Ended    |   |       | Ended          |   |   | Ended      |   |   | Ended      |  
|Expenses                       |   | Sept 30, |   |       | Sept 30,       |   |   | Sept 30,   |   |   | Sept 30,   |  
|                               |   | 2008     |   |       | 2007           |   |   | 2008       |   |   | 2007       |  
|Accounting and audit fees      | $ | 26,383   |   | $     | 26,321         |   | $ | 112,378    |   | $ | 84,024     |  
|Amortization of patents        |   | -        |   |       | -              |   |   | -          |   |   | -          |  
|Appraisals                     |   | -        |   |       | 24,731         |   |   | -          |   |   | 24,731     |  
|Bank charges                   |   | 893      |   |       | 1,542          |   |   | 3,311      |   |   | 2,992      |  
|Consulting fees                |   | 58,474   |   |       | 49,500         |   |   | 506,114    |   |   | 146,400    |  
|Interest on notes payable      |   | 93,476   |   |       | -              |   |   | 264,173    |   |   | -          |  
|Legal fees                     |   | 32,308   |   |       | 2,435          |   |   | 67,517     |   |   | 19,246     |  
|Management fees                |   | 148,190  |   |       | 790,774        |   |   | 931,578    |   |   | 966,775    |  
|Office and miscellaneous       |   | 3,149    |   |       | 1,770          |   |   | 7,113      |   |   | 9,909      |  
|Public relations and donations |   | -        |   |       | -              |   |   | 5,102      |   |   | -          |  
|Rent                           |   | 4,355    |   |       | -              |   |   | 32,238     |   |   | -          |  
|Research and development       |   | -        |   |       | 1,157,109      |   |   | -          |   |   | 1,755,754  |  
|Transfer agent and filing fees |   | 1,953    |   |       | 2,178          |   |   | 5,311      |   |   | 4,256      |  
|Travel                         |   | 20,642   |   |       | 41,720         |   |   | 83,088     |   |   | 48,303     |  
|                               | $ | (389,823 | ) | **$** | **(2,098,080** | ) | $ | (2,017,923 | ) | $ | (3,062,390 | )

Accounting and audit fees increased by $62 for the three month
period ended September 30.

Consulting fees increased by $8,974 for the three month period
ended September 30.

Legal fees increased by $29,873 for the three month period
ended September 30, and was due to requirements for negotiation and preparation
of legal agreements.

Management fees decreased by $642,584 for the three month
period ended September 30 due to reduction in stock compensation plans.

Research and development fees decreased by $1,157,109 for the
three month period ended September 30, and was due to no payments due during the
quarter under our Development Agreement, and its termination effective August
19, 2008.

For the next 12 months, we estimate that our research and
development expenses will be approximately $300,000, provided that we are able
to target a new technology in which we decide to invest.

General and Administrative Expenses

For the next 12 months, we estimate that our general and
administrative expenses will be approximately $1,620,000. These expenses will
include approximately $1,020,000 on consulting, stock-based compensation and
investor relations, approximately $360,000 on office supplies, office rent,
travel and accommodations and $240,000 on professional fees, which consist
primarily of accounting, auditing fees for the year-end audit and legal fees for
securities and other legal advice, directors liability insurance and cost of
fundraising.

We do not expect to generate any revenues in the next 12
months. Our future products will likely not be ready for sale for at least one
year, if at all.

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
stockholders.

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- 5 -

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Securities Exchange Act of 1934 (the Exchange Act), our companys
principal executive officer and principal financial officer evaluated our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the Exchange Act) as of the end of the period covered by this Quarterly
Report on Form 10-Q. Based on this evaluation, these officers concluded that as
of the end of the period covered by this Quarterly Report on Form 10-Q, these
disclosure controls and procedures were not effective to ensure that the
information required to be disclosed by our company in reports we file or submit
under the Exchange Act is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange
Commission. Controls and procedures are 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.

In performing the evaluation, management identified material
weaknesses in our internal control processes regarding information technology
systems. These weaknesses include inadequate security, inadequate restricted
access to systems and insufficient disaster recovery plans. Management has also
identified material weaknesses 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s audit committee has no charter outlining duties and
  responsibilities;
- 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;
- Tax returns have not been filed for our company. These are nil returns, as
  our company has not achieved profitability yet.

We have not yet been able to remediate the minor weaknesses
identified above. We plan to implement changes in disclosure controls and
procedures during our fiscal year ending December 31, 2008 in order to mitigate
existing weaknesses.

Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
within our company have been detected. These inherent limitations include the
realities that judgments in decision-making can be faulty and that breakdowns
can occur because of simple error or mistake.

Changes in Internal Controls over Financial Reporting

There were no changes in our companys internal control over
financial reporting during the quarter ended September 30, 2008 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

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- 6 -

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

Much of the information included in this quarterly 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 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 Business

We have not earned any revenues since our incorporation and
only have a limited operating history in our current business of shareholder and
royalty holder of a company developing proprietary BioLED Technology, which
raise 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 we have a going concern note as
described in an explanatory paragraph to our financial statements for the year
ended December 31, 2007.

Our likelihood of profit depends on Molecular Visions
ability to develop and commercialize products based on its BioLED Technology,
which is currently in the development stage. If Molecular Vision are unable to
complete the development and commercialization of its future Point-of-Care
testing devices successfully, our likelihood of profit will be limited
severely.

Molecular Visions BioLED Technology is in the development
stage and they have 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 the future Point-of-Care testing devices, which will
require significant additional research and development as well as clinical
trials.

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- 7 -

If Molecular Vision encounters problems or delays in the
research and development of the BioLED Technology and the future Point-of-Care
testing devices, we may not be able to raise sufficient capital to finance our
operations during the period required to resolve the problems or delays.

Molecular Vision may encounter problems and delays relating to
research and development, regulatory approval and intellectual property rights
of its technology. The research and development programs may not be successful.
Molecular Visions BioLED Technology and its future Point-of-Care testing
devices may not prove to be safe and efficacious in clinical trials. If any of
these events occur, we may not have adequate resources to continue operations
for the period required to resolve the issue delaying commercialization and we
may not be able to raise capital to finance our continued operation during the
period required for resolution of that issue. Accordingly, we may be forced to
discontinue or suspend our operations.

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
complementary to the future Point-of-Care testing devices 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 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.

If Molecular Vision fails to obtain and maintain required
regulatory approvals for its BioLED Technology and its potential Point-of-Care
testing devices, its ability to commercialize the BioLED Technology will be
limited severely. Our revenues are wholly dependent on them.

Molecular Vision must obtain the approval from the Food and
Drug Administration and respective European regulatory bodies prior to the
commercialization of its future Point-of-Care testing devices. It may also be
required to obtain additional approvals from foreign regulatory authorities to
commence its marketing activities in those jurisdictions. If Molecular Vision
cannot demonstrate the safety, reliability and efficacy of its BioLED
Technology, the Food and Drug Administration or other regulatory authorities
could delay or withhold regulatory approval of its technology and its potential
products.

Furthermore, even if Molecular Vision obtain regulatory
approval, that approval may be subject to limitations on the indicated uses for
which they may be marketed. Even after granting regulatory approval, the Food
and Drug Administration, other regulatory agencies, and governments in other
countries will continue to review and inspect marketed products, manufacturers
and manufacturing facilities. Later discovery of previously unknown problems
with a product, manufacturer or facility may result in restrictions on the
product or manufacturer, including a

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- 8 -

withdrawal of the product from the market. Further,
governmental regulatory agencies may establish additional regulations which
could prevent or delay regulatory approval of the technology and the future
Point-of-Care testing devices.

Currently our potential revenue stream is wholly dependent on
Molecular Vision through our royalty agreement and our share ownership of
Molecular Vision.

Even if Molecular Vision obtains regulatory approvals to
commercialize its future Point-of-Care testing devices based on its BioLED
Technology, it may encounter a lack of commercial acceptance of its
Point-of-Care testing devices, which would impair the profitability of our
business.

It is intended that Molecular Visions potential products will
be used as an alternative to the specialized laboratories equipped with bulky
and expensive equipment. Current methods of laboratory testing have been widely
practiced for a number of years, and its technology and products may not be
accepted by the marketplace as readily as these or other competing processes and
methodologies. Additionally, the BioLED Technology may not be employed in all
potential applications being investigated, and any reduction in applications
would limit the market acceptance of the technology and our potential revenues.
As a result, even if Molecular Vision obtains all required regulatory approvals,
we cannot be certain that its BioLED Technology will be adopted at a level that
would allow us to operate profitably.

If we do not keep pace with our competitors and with
technological and market changes, our technology and products may become
obsolete and our business may suffer.

The market for our products is very competitive, is subject to
rapid technological changes and varies for different individual products.
According to our market research, we believe that currently there are not many
approaches in competition to our products; however, there are many private
companies from which information is difficult to obtain.

Many of our competitors have significantly greater resources,
more product candidates and have developed product candidates and processes that
indirectly compete with our products. Our competitors may have developed, or
could in the future develop, new products that compete directly with our
products or even render the products for which we are to get royalties to become
obsolete. Finally, to the extent that others develop new products that address
the targeted application for our products, our business will suffer.

Our success depends in large part on Molecular Visions
ability to develop and protect its BioLED Technology and its potential
Point-of-Care testing devices. If the patents and proprietary right agreements
do not provide sufficient protection for the BioLED Technology and its potential
Point-of-Care testing devices, our business and competitive position will
suffer. We must maintain the royalty agreement to obtain revenues.

We rely on a royalty agreement relating to the BioLED
Technology granted to us by Molecular Vision Limited. If we materially breach
such agreement or otherwise fail to materially comply with such agreement, or if
such agreement expires or is otherwise terminated by us, we may lose our rights
under the royalty granted by Molecular Vision Limited. At the latest, the
royalty will terminate when the patents underlying the license expire. The
underlying patents will expire in approximately 2018. Also, the scope of the
patents licensed to us may not be sufficiently broad to offer meaningful
protection to Molecular Vision and also to us. In addition, the patents could be
successfully challenged, invalidated or circumvented so that the patent rights
would not create an effective competitive barrier. Molecular Vision also relies
on proprietary know-how that it protects, in part, by confidentiality agreements
with its employees, consultants, suppliers and licensees. These agreements may
be breached, and we might not have adequate remedies for any breach. If this
were to occur, our business and competitive position would suffer.

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

Our success will also depend in part on Molecular Visions
ability to develop its technology and commercially viable products without
infringing the proprietary rights of others. Although it has not been subject to
any filed infringement claims, other patents could exist or could be filed which
would prohibit or limit Molecular Visions

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- 9 -

ability to develop our BioLED Technology and market its
potential Point-of-Care testing devices in the future. In the event of an
intellectual property dispute, it may be forced to litigate. Intellectual
property litigation would divert Molecular Visions attention from developing
its technology and marketing its future Point-of-Care testing devices and would
affect our potential revenue stream. An adverse outcome could end our royalty
stream, is such royalty stream ever develops.

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 affects. 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 some of our officers and directors are located in
non-U.S. jurisdictions, you may have no effective recourse against the
management for misconduct and may not be able to enforce judgement 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 U.S. state.

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.

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.

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 U.S. government
securities and cash items) on an unconsolidated basis. The SEC 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-1 if it has no more than 45% of the value of
its total assets (adjusted to exclude U.S. 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-1 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

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.

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

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- 10 -

Our certificate of incorporation authorizes 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 shareholders. Further, such issuance may result in a change
of control of our corporation.

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 are 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 SEC 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.

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

None.

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

|1. | On September 2, 2008 we appointed Dr. Evan Manolis as
      Chairman of our Board of Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Dr. Manolis has been one of our board members since 2006.
      He received his B.Sc. from University of Illinois at Chicago and his
      Medical Degree from Southern Illinois University Medical School in 1991.
      He completed his general surgery residency at the Medical College in Ohio
      in 1996, his plastic surgery residency in 1998 and his microsurgery
      fellowship in 1999. Dr. Manolis currently practices reconstructive surgery
      in the Chicago Illinois area.                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Dr. Dimitri Goundis resigned from his position of CEO to
      pursue other business opportunities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|2. | We also announced the immediate appointment of Dr.
      Kailash C. Sharma as a member of the Scientific Advisory Board. Dr. Sharma
      has over 25 years of clinical experience in the areas of Pulmonary and
      Internal medicine. He is a medical graduate from the University of Delhi,
      India, 1981, received his fellowships to the Royal College of Physicians
      in Ireland and the UK in 1985 and is ABIM certified in the USA for
      Internal Medicine, Pulmonary Diseases and Critical Care Medicine with 13
      publications to his credit. Dr. Sharma is currently a practicing physician
      in the areas of Pulmonary/critical care in the Chicago area.                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|3. | Subsequent
      Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | On November 13, 2008, in furtherance of a letter
      agreement dated August 19, 2008, we and Molecular Vision signed agreements
      which terminated the Development Agreement, we received 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 we increased
      our ownership position in Molecular Vision to approximately a 28%
      ownership. Under the Agreements, we also have the right to appoint one
      director to the board of Molecular Vision as long as we maintain at least
      15% of the share ownership of Molecular Vision. Lastly, we obtained an
      option agreement to acquire up to an additional 20,000 shares of Molecular
      Vision at GBP 25 per share, upon certain
conditions.

ITEM 6. EXHIBITS.

|Exhibit No. | Document Name                                                                                                                                                                                             
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(3)         | Articles of Incorporation and By-laws                                                                                                                                                                     
|3.1         | Articles of Incorporation (attached as an
      exhibit to our Registration Statement on Form 10-SB filed May 24, 2002, as
      amended).                                                                
|3.2         | Bylaws, as amended (attached as an exhibit to
    our Registration Statement on Form 10- SB filed May 24, 2002, as amended).                                                                              
|(10)        | Material Contracts                                                                                                                                                                                        
|10.1        | Agreement for the Sale of Stock between our
      company and Dr. Leftheris Georgakopoulos dated February 13, 2006 (attached
    as 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. (attached as an exhibit to our Current Report on
      Form 8-K filed February 20, 2007).                                   
|10.3        | Employment Agreement dated September 3, 2007
      between our company and Dr. Dimitris Goundis (attached as an exhibit to
      our Current Report on Form 8-K filed September 28, 2007).                
|10.4        | Letter Agreement dated February 1, 2008 with
      Molecular Vision Limited (attached as an exhibit to our Current Report on
      Form 8-K filed February 19, 2008).                                     

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|Exhibit No. | Document Name                                                                                                                                         
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|(16)        | Letter re Change in Certifying Accountant                                                                                                             
|16.1        | Letter from Amisano Hanson dated March 19, 2008
      (attached as an exhibit to our current report on Form 8-K filed March 20,
      2008            
|(31)        | Section 302 Certification                                                                                                                             
|31.1*       | Rule 13a-14(a) Certification
      of Chief Executive Officer.                                                                                        
|31.2*       | Rule 13a-14(a) Certification
      of Chief Financial Officer.                                                                                        
|(32)        | Section 906 Certification                                                                                                                             
|32.1*       | Certification of Chief
      Executive Officer Pursuant to 18 U.S.C. Section 1350, as Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.
|32.2*       | Certification of Chief
      Financial Officer Pursuant to 18 U.S.C. Section 1350, as Pursuant to Section
      906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

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SIGNATURES

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

ACRONGENOMICS, INC.

By: /s/ Platon Tzouvalis Platon Tzouvalis
President (Principal Executive Officer) Date: November 19, 2008

By:/s/ Ron Lizée Ron Lizée Chief Financial
Officer, Secretary, and Director (Principal Financial Officer and Principal
Accounting Officer) Date: November 19, 2008

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