---

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 June 30, 2009

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) | (I.R.S. Employer Identification No.)

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

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

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

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

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

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the
issuers classes of common stock, as of the latest practicable date:
25,122,981 shares of common stock outstanding as of August 13, 2009.

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ii

TABLE OF CONTENTS

|PART
      I - FINANCIAL INFORMATION                                                                      | 1 
|--------------------------------------------------------------------------------------------------------- | --
|Item
      1. Financial Statements                                                                        | 1 
|Item
      2. Managements Discussion and Analysis of Financial Condition and Results
      of Operations | 3 
|Item
      3. Quantitative and Qualitative Disclosures About Market Risks                                 | 14
|Item
      4T. Controls and Procedures.                                                                   | 14
|PART
      II - OTHER INFORMATION                                                                         | 15
|Item
      1. Legal Proceedings                                                                           | 15
|Item
      IA. Risk Factors                                                                               | 15
|Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds                                 | 21
|Item
      3. Defaults Upon Senior Securities                                                             | 21
|Item
      4. Submission of Matters to a Vote of Security Holders                                         | 21
|Item
      5. Other Information                                                                           | 21
|Item
      6. Exhibits                                                                                    | 22
|SIGNATURES                                                                                                | 23

---

1

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

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

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

---

2









ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

June 30, 2009

(Stated in US Dollars)

(Unaudited)





---

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

|ASSETS                                                   |   | June 30,    |   |   | December 31, |  
|-------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                         |   | 2009        |   |   | 2008         |  
|                                                         |   |             |   |   |              |  
|Current                                                  |   |             |   |   |              |  
|Cash                                                     | $ | 27,823      |   | $ | 22,044       |  
|Prepaid expenses and
      deposit                       |   | 15,186      |   |   | 17,618       |  
|                                                         |   | 43,009      |   |   | 39,662       |  
|                                                         |   |             |   |   |              |  
|Deposit  Note 10                                        |   | 14,142      |   |   | -            |  
|Investment in Molecular Vision Ltd.  Note
      3       |   | 791,230     |   |   | 791,230      |  
|                                                         |   |             |   |   |              |  
|                                                         | $ | 848,381     |   | $ | 830,892      |  
|                                                         |   |             |   |   |              |  
|LIABILITIES                                              |  
|                                                         |   |             |   |   |              |  
|Current                                                  |   |             |   |   |              |  
|Accounts payable and accrued
      liabilities  Notes 6 | $ | 482,736     |   | $ | 510,965      |  
|Convertible promissory
      notes payable  Note 4      |   | 394,136     |   |   | 394,136      |  
|Derivative liability  Note 4                            |   | 42,251      |   |   | -            |  
|Loans payable  Note 5                                   |   | 1,000       |   |   | 1,000        |  
|                                                         |   |             |   |   |              |  
|                                                         |   | 920,123     |   |   | 906,101      |  
|                                                         |   |             |   |   |              |  
|CAPITAL
      DEFICIT                                    |  
|                                                         |   |             |   |   |              |  
|Common stock, $0.001 par value  Note 7                  |   |             |   |   |              |  
|100,000,000 shares
      authorized                      |   |             |   |   |              |  
|25,122,981 shares issued (2008: 23,906,731)              |   | 25,122      |   |   | 23,906       |  
|Additional paid-in capital                               |   | 26,979,577  |   |   | 26,507,207   |  
|Shares subscriptions                                     |   | -           |   |   | 26,500       |  
|Deficit accumulated during the development stage         |   | (27,076,441 | ) |   | (26,632,822  | )
|                                                         |   |             |   |   |              |  
|                                                         |   | (71,742     | ) |   | (75,209      | )
|                                                         |   |             |   |   |              |  
|                                                         | $ | 848,381     |   | $ | 830,892      |  

SEE ACCOMPANYING NOTES

---

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

|                                                       |   |                    |   |   |                  |   |   |               |   |   |            |   |   | August 17,    |  
|------------------------------------------------------ | - | ------------------ | - | - | ---------------- | - | - | ------------- | - | - | ---------- | - | - | ------------- | -
|                                                       |   |                    |   |   |                  |   |   |               |   |   |            |   |   | 1999 (Date of |  
|                                                       |   | Three Months Ended |   |   | Six Months Ended |   |   | Inception) to |  
|                                                       |   | June 30,           |   |   | June 30,         |   |   | June 30,      |  
|                                                       |   | 2009               |   |   | 2008             |   |   | 2009          |   |   | 2008       |   |   | 2009          |  
|                                                       |   |                    |   |   |                  |   |   |               |   |   |            |   |   |               |  
|                                                       |   |                    |   |   |                  |   |   |               |   |   |            |   |   |               |  
|Expenses                                               |   |                    |   |   |                  |   |   |               |   |   |            |   |   |               |  
|Accounting and audit fees  Note
      6               | $ | 59,403             |   | $ | 19,426           |   | $ | 94,182        |   | $ | 85,995     |   | $ | 665,016       |  
|Amortization of patents                                |   | -                  |   |   | -                |   |   | -             |   |   | -          |   |   | 741,430       |  
|Appraisals                                             |   | -                  |   |   | -                |   |   | -             |   |   | -          |   |   | 14,500        |  
|Bank charges                                           |   | 481                |   |   | 630              |   |   | 934           |   |   | 2,418      |   |   | 17,668        |  
|Consulting fees  Note 6                               |   | 72,911             |   |   | 347,470          |   |   | 184,654       |   |   | 485,910    |   |   | 2,785,722     |  
|Legal fees - Note 6                                    |   | 31,872             |   |   | 6,123            |   |   | 42,438        |   |   | 35,209     |   |   | 388,047       |  
|Interest and accretion on notes payable
       Note 6 |   | 9,934              |   |   | 170,697          |   |   | 15,723        |   |   | 170,697    |   |   | 522,200       |  
|Management fees (recovered)
      Note 6              |   | -                  |   |   | (124,601         | ) |   | 11,647        |   |   | 329,909    |   |   | 3,326,506     |  
|Office and miscellaneous                               |   | 738                |   |   | 2,075            |   |   | 2,211         |   |   | 3,964      |   |   | 138,306       |  
|Public relations and
      donation                    |   | -                  |   |   | -                |   |   | 7,600         |   |   | 5,102      |   |   | 587,096       |  
|Rent - Note 6                                          |   | 15,278             |   |   | 15,279           |   |   | 30,557        |   |   | 27,883     |   |   | 138,860       |  
|Research and development
       Note 6                |   | -                  |   |   | -                |   |   | -             |   |   | 648,407    |   |   | 9,202,266     |  
|Transfer agent and filing fees                         |   | 2,399              |   |   | 1,775            |   |   | 4,291         |   |   | 3,358      |   |   | 36,984        |  
|Travel                                                 |   | 2,624              |   |   | 11,648           |   |   | 4,496         |   |   | 62,446     |   |   | 456,104       |  
|Write-down of patents                                  |   | -                  |   |   | -                |   |   | -             |   |   | -          |   |   | 8,004,447     |  
|                                                       |   |                    |   |   |                  |   |   |               |   |   |            |   |   |               |  
|Operating loss                                         |   | (195,640           | ) |   | (450,522         | ) |   | (398,733      | ) |   | (1,861,298 | ) |   | (27,025,152   | )
|                                                       |   |                    |   |   |                  |   |   |               |   |   |            |   |   |               |  
|Interest income                                        |   | 1                  |   |   | -                |   |   | 9             |   |   | 180        |   |   | 23,149        |  
|Change in fair value
      of derivative liability     |   | (34,211            | ) |   | -                |   |   | (42,251       | ) |   | -          |   |   | (42,251       | )
|Foreign exchange gain (loss)                           |   | (2,487             | ) |   | 4,734            |   |   | (2,644        | ) |   | 7,374      |   |   | 9,811         |  
|                                                       |   |                    |   |   |                  |   |   |               |   |   |            |   |   |               |  
|Loss from continuing operations                        |   | (232,337           | ) |   | (445,788         | ) |   | (443,619      | ) |   | (1,853,744 | ) |   | (27,034,443   | )
|Loss from discontinued operations                      |   | -                  |   |   | -                |   |   | -             |   |   | -          |   |   | (41,998       | )
|                                                       |   |                    |   |   |                  |   |   |               |   |   |            |   |   |               |  
|Net loss for the period                                | $ | (232,337           | ) | $ | (445,788         | ) | $ | (443,619      | ) | $ | (1,853,744 | ) | $ | (27,076,441   | )
|                                                       |   |                    |   |   |                  |   |   |               |   |   |            |   |   |               |  
|Basic and diluted loss per share                       | $ | (0.01              | ) | $ | (0.02            | ) | $ | (0.02         | ) | $ | (0.09      | ) |   |               |  
|                                                       |   |                    |   |   |                  |   |   |               |   |   |            |   |   |               |  
|Weighted average shares outstanding                    |   | 24,863,366         |   |   | 20,765,272       |   |   | 24,728,324    |   |   | 20,042,028 |   |   |               |  

SEE ACCOMPANYING NOTES

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

|                                                          |   |                  |   |   |               |   |   | August 17,    |  
|--------------------------------------------------------- | - | ---------------- | - | - | ------------- | - | - | ------------- | -
|                                                          |   |                  |   |   |               |   |   | 1999 (Date of |  
|                                                          |   | Six months ended |   |   | Inception) to |  
|                                                          |   | June 30,         |   |   | June 30,      |  
|                                                          |   | 2009             |   |   | 2008          |   |   | 2009          |  
|Cash Flows used in Operating Activities                   |   |                  |   |   |               |   |   |               |  
|Net loss for the period                                   | $ | (443,619         | ) | $ | (1,853,744    | ) | $ | (27,076,441   | )
|Items not affecting
      cash:                           |   |                  |   |   |               |   |   |               |  
|Amortization                                              |   | -                |   |   | -             |   |   | 741,430       |  
|Accretion
      of debt discount                          |   | -                |   |   | 170,697       |   |   | 482,124       |  
|Shares issued for
      consulting and management fees    |   | -                |   |   | 910,126       |   |   | 1,312,500     |  
|Stock-based
      compensation                            |   | 28,086           |   |   | 365,743       |   |   | 1,909,940     |  
|Change in fair value
      of derivative liability        |   | 42,251           |   |   | -             |   |   | 42,251        |  
|Write-down
      of patents                               |   | -                |   |   | -             |   |   | 8,004,447     |  
|Changes in non-cash working capital
      items:          |   |                  |   |   |               |   |   |               |  
|Prepaid
      expenses and deposit                        |   | 2,432            |   |   | 5,352         |   |   | (15,186       | )
|Accounts payable and
      accrued liabilities            |   | (28,229          | ) |   | (534,121      | ) |   | 2,316,351     |  
|                                                          |   |                  |   |   |               |   |   |               |  
|Net cash used in operating activities                     |   | (399,079         | ) |   | (935,947      | ) |   | (12,282,594   | )
|                                                          |   |                  |   |   |               |   |   |               |  
|Cash Flows used in Investing Activity                     |   |                  |   |   |               |   |   |               |  
|Investment in Molecular
      Vision                      |   | -                |   |   | (1,097,639    | ) |   | (1,097,639    | )
|Refund on termination of development
      agreement with |   |                  |   |   |               |   |   |               |  
|Molecular Vision                                          |   | -                |   |   | -             |   |   | 149,794       |  
|Deposit                                                   |   | (14,142          | ) |   | -             |   |   | (14,142       | )
|Patents                                                   |   | -                |   |   | -             |   |   | (121,877      | )
|                                                          |   |                  |   |   |               |   |   |               |  
|Net cash used in Investing Activities                     |   | (14,142          | ) |   | (1,097,639    | ) |   | (1,083,864    | )
|                                                          |   |                  |   |   |               |   |   |               |  
|Cash Flows provided by Financing Activities               |   |                  |   |   |               |   |   |               |  
|Common stock issued for cash                              |   | 419,000          |   |   | 999,008       |   |   | 12,599,038    |  
|Stock purchase warrants                                   |   | -                |   |   | -             |   |   | 370,307       |  
|Common stock subscriptions                                |   | -                |   |   | 53,300        |   |   | 29,800        |  
|Issuance of convertible
      notes                       |   | -                |   |   | 694,136       |   |   | 694,136       |  
|Repayment of convertible note                             |   | -                |   |   | -             |   |   | (300,000      | )
|Increase in loan
      payable                            |   | -                |   |   | -             |   |   | 1,000         |  
|                                                          |   |                  |   |   |               |   |   |               |  
|Net cash provided by financing activities                 |   | 419,000          |   |   | 1,746,444     |   |   | 13,394,281    |  
|                                                          |   |                  |   |   |               |   |   |               |  
|Increase (decrease) in cash during the period             |   | 5,779            |   |   | (287,142      | ) |   | 27,823        |  
|                                                          |   |                  |   |   |               |   |   |               |  
|Cash, beginning of period                                 |   | 22,044           |   |   | 343,695       |   |   | -             |  
|                                                          |   |                  |   |   |               |   |   |               |  
|Cash, end of period                                       | $ | 27,823           |   | $ | 56,553        |   | $ | 27,823        |  
|Supplementary disclosure of cash flow information         |   |                  |   |   |               |   |   |               |  
|Cash paid for:                                            |   |                  |   |   |               |   |   |               |  
|Interest                                                  |   | -                |   |   | -             |   |   | -             |  
|Income taxes                                              |   | -                |   |   | -             |   |   | -             |  
|Non-cash Transactions
       Note 11                     |   |                  |   |   |               |   |   |               |  

SEE ACCOMPANYING NOTES

---

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

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

SEE ACCOMPANYING NOTES

---

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

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

SEE ACCOMPANYING NOTES

---

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

|                                                              |            |   |              |  |   |           |  |         |             |   |   |               |   |   | Deficit     |   |         |            |  
|------------------------------------------------------------- | ---------- | - | ------------ |  | - | --------- |  | ------- | ----------- | - | - | ------------- | - | - | ----------- | - | ------- | ---------- | -
|                                                              |            |   | Common Stock |  |   |           |  |         | Accumulated |   |   |               |  
|                                                              |            |   |              |  |   |           |  |         | Additional  |   |   | Share         |   |   | During the  |   |         |            |  
|                                                              |            |   |              |  |   |           |  |         | Paid-in     |   |   | Subscriptions |   |   | Development |   |         |            |  
|                                                              |            |   | Shares       |  |   | Par Value |  |         | Capital     |   |   | (Receivable)  |   |   | Stage       |   |         | Total      |  
|                                                              |            |   |              |  |   |           |  |         |             |   |   |               |   |   |             |   |         |            |  
|Balance, December 31, 2007                                    |            |   | 17,866,471   |  | $ | 17,866    |  | $       | 22,348,056  |   | $ | (3,300        | ) | $ | (23,610,817 | ) | $       | (1,248,195 | )
|Stock Subscriptions                                           |            |   | -            |  |   | -         |  |         | -           |   |   | 29,800        |   |   | -           |   |         | 29,800     |  
|Capital stock issued for cash:                                | - at $0.80 |   | 1,250,010    |  |   | 1,250     |  |         | 998,758     |   |   | -             |   |   | -           |   |         | 1,000,008  |  
|                                                              | - at $1.10 |   | 90,000       |  |   | 90        |  |         | 98,910      |   |   | -             |   |   | -           |   |         | 99,000     |  
|                                                              | - at $0.40 |   | 1,450,250    |  |   | 1,450     |  |         | 578,650     |   |   | -             |   |   | -           |   |         | 580,100    |  
|Capital stock issued for consulting and management
      fees |            |   |              |  |   |           |  |         |             |   |   |               |   |   |             |   |         |           
|                                                              | - at $0.95 |   | 150,000      |  |   | 150       |  |         | 142,350     |   |   | -             |   |   | -           |   |         | 142,500    |  
|                                                              | - at $0.53 |   | 150,000      |  |   | 150       |  |         | 79,350      |   |   | -             |   |   | -           |   |         | 79,500     |  
|                                                              | - at $0.27 |   | 1,650,000    |  |   | 1,650     |  |         | 443,850     |   |   | -             |   |   | -           |   |         | 445,500    |  
|Less: commission - cash                                       |            |   | -            |  |   | -         |  |         | (169,460    | ) |   | -             |   |   | -           |   |         | (169,460   | )
|Capital stock issued to settle
      accounts payable:        | - at $0.95 |   | 150,000      |  |   | 150       |  |         | 142,350     |   |   | -             |   |   | -           |   |         | 142,500    |  
|                                                              | - at $0.79 |   | 1,150,000    |  |   | 1,150     |  |         | 907,350     |   |   | -             |   |   | -           |   |         | 908,500    |  
|Beneficial conversion feature on
      convertible notes      |            | - |              |  | - |           |  | 482,124 |             |   | - |               |   | - |             |   | 482,124 |           
|Stock-based compensation                                      |            |   | -            |  |   | -         |  |         | 454,919     |   |   | -             |   |   | -           |   |         | 454,919    |  
|Net loss for the year                                         |            |   | -            |  |   | -         |  |         | -           |   |   | -             |   |   | (3,022,005  | ) |         | (3,022,005 | )
|                                                              |            |   |              |  |   |           |  |         |             |   |   |               |   |   |             |   |         |            |  
|Balance, December 31, 2008                                    |            |   | 23,906,731   |  |   | 23,906    |  |         | 26,507,207  |   |   | 26,500        |   |   | (26,632,822 | ) |         | (75,209    | )
|Capital stock issued for subscription receivable              | - at $0.40 |   | 66,250       |  |   | 66        |  |         | 26,434      |   |   | (26,500       | ) |   | -           |   |         | -          |  
|Capital stock issued for cash                                 | - at $0.40 |   | 1,150,000    |  |   | 1,150     |  |         | 458,850     |   |   | -             |   |   | -           |   |         | 460,000    |  
|Less: commission - cash                                       |            |   | -            |  |   | -         |  |         | (41,000     | ) |   | -             |   |   | -           |   |         | (41,000    | )
|Stock-based compensation 
      Note 7                       |            | - |              |  | - |           |  | 28,086  |             |   | - |               |   | - |             |   | 28,086  |           
|Net loss for the period                                       |            |   | -            |  |   | -         |  |         | -           |   |   | -             |   |   | (443,619    | ) |         | (443,619   | )
|Balance, June 30, 2009                                        |            |   | 25,122,981   |  | $ | 25,122    |  | $       | 26,979,577  |   | $ | -             |   | $ | (27,076,441 | ) | $       | (71,742    | )

SEE ACCOMPANYING NOTES

---

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

|Note 1 | Nature of Operations and Ability to Continue as a
      Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | The Company was incorporated in the State of Nevada, USA
      on August 17, 1999 as Cellway Ventures Inc. Effective February 25, 2004,
      the Company changed its name to Acrongenomics, Inc. The Company is in the
      development stage. The Companys business is research and development in
      the field of life science including BioLED technology.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | These financial statements have been prepared in
      accordance with generally accepted accounting principles in the United
      States of America on a going concern basis, which assumes that the Company
      will continue to realize its assets and discharge its obligations and
      commitments in the normal course of operations. Realization values may be
      substantially different from carrying values as shown and these financial
      statements do not give effect to adjustments that would be necessary to
      the carrying values and classification of assets and liabilities should
      the Company be unable to continue as a going concern. At June 30, 2009,
      the Company had not yet achieved profitable operations, had accumulated
      losses of $27,076,441 since its inception, has a working capital
      deficiency of $862,972 and expects to incur further losses in the
      development of its business, all of which casts substantial doubt about
      the Companys ability to continue as a going concern. The Companys
      ability to continue as a going concern is dependent upon its ability to
      generate future profitable operations and/or to obtain the necessary
      financing to meet its obligations and repay its liabilities arising from
      normal business operations when they come due. Management has no formal
      plan in place to address this concern but considers that the Company will
      be able to obtain additional funds by equity financing and/or related
      party advances, however there is no assurance of additional funding being
      available.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|       | These statements reflect all adjustments, consisting of
      normal recurring adjustments, which in the opinion of management are
      necessary for fair presentation of the information contained therein. It
      is suggested that these interim financial statements be read in
      conjunction with the audited financial statements of the Company for the
      year ended December 31, 2008. The interim results are not necessarily
      indicative of the operating results expected for the fiscal year ending on
      December 31, 2009. Certain information and footnote disclosures normally
      included in financial statements prepared in accordance with generally
      accepted accounting principles have been condensed or omitted pursuant to
      such rules and regulations, although the Company believes that the
      disclosures herein are adequate to make the information presented not
      misleading.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

---

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

|Note 2 | Summary of Significant
      Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | Recently adopted accounting
      pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | In December 2007, FASB issued Statement No. 141 (Revised
      2007), Business Combinations (SFAS 141(R)) and SFAS No. 160, Accounting
      and Reporting of Non- controlling Interests in Consolidated Financial
      Statements, an amendment of ARB No. 51 (SFAS 160). SFAS 141(R) requires
      companies to: (i) recognize, with certain exceptions, 100% of the fair
      values of assets acquired, liabilities assumed, and non-controlling
      interests in acquisitions of less than a 100% controlling interest when
      the acquisition constitutes a change in control of the acquired entity;
      (ii) measure acquirer shares issued in consideration for a business
      combination at fair value on the acquisition date; (iii) recognize
      contingent consideration arrangements at their acquisition-date fair
      values, with subsequent changes in fair value generally reflected in
      earnings; (iv) with certain exceptions, recognize pre-acquisition loss and
      gain contingencies at their acquisition-date fair values; (v) capitalize
      in-process research and development (IPR&D) assets acquired; (vi)
      expense, as incurred, acquisition-related transaction costs; (vii)
      capitalize acquisition- related restructuring costs only if the criteria
      in SFAS No. 146, Accounting for Costs Associated with Exit or Disposal
      Activities , are met as of the acquisition date; and (viii) recognize
      changes that result from a business combination transaction in an
      acquirers existing income tax valuation allowances and tax uncertainty
      accruals as adjustments to income tax expense. SFAS 141(R) is required to
      be adopted concurrently with SFAS 160 and is effective for business
      combination transactions for which the acquisition date is on or after the
      beginning of the first annual reporting period beginning on or after
      December 15, 2008. The adoption of these statements is not expected to
      have a material impact on significant acquisitions completed after January
      1, 2009.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | In December 2007, the Emerging Issues Task Force (EITF)
      reached a consensus on EITF No. 07-01, Accounting for Collaborative
      Arrangements Related to the Development and Commercialization of
      Intellectual Property (EITF 07-01). EITF 07-01 discusses the appropriate
      income statement presentation and classification for the activities and
      payments between the participants in arrangements related to the
      development and commercialization of intellectual property. The
      sufficiency of disclosure related to these arrangements is also specified.
      EITF 07-01 was effective for fiscal years beginning after December 15,
      2008. As a result, EITF 07-01 was effective for the Company as of January
      1, 2009. The adoption of EITF 07-01 had minimal, if any, impact on its
      financial position and results of operations. However, based upon the
      nature of the Companys business, EITF 07-01 could have a material impact
      on its financial position and results of operations in future years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       | In April 2008, the FASB issued FSP 142-3, Determination
      of the Useful Life of Intangible Assets. This FSP amends the factors that
      should be considered in developing renewal or extension assumptions used
      to determine the useful life of a recognized intangible asset under FASB
      Statement No. 142, Goodwill and Other Intangible Assets. The intent of
      this FSP is to improve the consistency between the useful life of a
      recognized intangible asset under Statement 142 and the period of expected
      cash flows used to measure the fair value of the asset under FASB
      Statement No. 141 (Revised 2007), Business Combinations, and other U.S.
      generally accepted accounting principles (GAAP). This FSP was effective
      for financial statements issued for fiscal years beginning after December
      15, 2008, and interim periods within those fiscal years. The adoption of
      FAS 142-3 did not have a material effect on its results of operations and
      financial condition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

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

|Note 2 | Summary of Significant
      Accounting Policies  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | Recently adopted accounting
      pronouncements (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | In May 2008, the FASB issued FSP No. APB 14-1,
      Accounting for Convertible Debt Instruments That May Be Settled in Cash
      upon Conversion (Including Partial Cash Settlement) (FSP APB 14-1). FSP
      APB 14-1 applies to convertible debt instruments that, by their stated
      terms, may be settled in cash (or other assets) upon conversion, including
      partial cash settlement, unless the embedded conversion option is required
      to be separately accounted for as a derivative under SFAS 133. Convertible
      debt instruments within the scope of FSP APB 14-1 are not addressed by the
      existing APB 14. FSP APB 14-1 requires that the liability and equity
      components of convertible debt instruments within the scope of FSP APB
      14-1 be separately accounted for in a manner that reflects the entitys
      nonconvertible debt borrowing rate. This requires an allocation of the
      convertible debt proceeds between the liability component and the embedded
      conversion option (i.e., the equity component). The difference between the
      principal amount of the debt and the amount of the proceeds allocated to
      the liability component will be reported as a debt discount and
      subsequently amortized to earnings over the instruments expected life
      using the effective interest method. FSP APB 14-1 was effective for the
      Companys fiscal year beginning January 1, 2009 and will be applied
      retrospectively to all periods presented. The adoption of this FSP did not
      have a material effect on its results of operations and financial
      condition.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | In June 2008, the FASB reached consensus on EITF Issue
      No. 07-05 (EITF 07-05), Determining Whether an Instrument (or embedded
      feature) Is Indexed to an Entitys Own Stock. EITF 07-05 clarifies the
      determination of whether an instrument (or an embedded feature) is indexed
      to an entitys own stock, which would qualify as a scope exception under
      SFAS 133. EITF 07-05 was effective for financial statements issued for
      fiscal years beginning after December 15, 2008. The adoption of this EITF
      Issue did not have a material effect on its results of operations and
      financial condition. Recent Accounting Pronouncements Not Yet
        Adopted In May 2009, the FASB issued SFAS No. 165, Subsequent
      Events. This statement establishes guidance related to accounting for and
      disclosure of events that happen after the date of the balance sheet but
      before the release of the financial statements. SFAS No. 165 is effective
      for reporting periods ending after June 15, 2009. We do not expect the
      adoption of this statement to have a material effect on our results of
      operations or financial position.                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | In June 2009, the FASB issued SFAS No.168, The FASB
      Accounting Standards Codification and the Hierarchy of Generally Accepted
      Accounting Principles (SFAS 168). SFAS 168 establishes the FASB
      Accounting Standards Codification (Codification), which officially
      launched July 1, 2009, to become the source of authoritative U.S.
      generally accepted accounting principles (GAAP) recognized by the FASB
      to be applied by nongovernmental entities. Rules and interpretive releases
      of the Securities and Exchange Commission (SEC) under authority of
      federal securities laws are also sources of authoritative U.S. GAAP for
      SEC registrants. The subsequent issuances of new standards will be in the
      form of Accounting Standards Updates that will be included in the
      Codification. Generally, the Codification is not expected to change U.S.
      GAAP. All other accounting literature excluded from the Codification will
      be considered non-authoritative. SFAS 168 is effective for financial
      statements issued for interim and annual periods ending after September
      15, 2009. We will adopt SFAS 168 for our quarter ending September 30,
      2009. We are currently evaluating the effect on our financial statement
      disclosures as all future references to authoritative accounting
      literature will be references in accordance with the Codification.                                                                                                                                                                                                 

---

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

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

| |                                                    |  | Number of    |  |   |         | 
| | -------------------------------------------------- |  | ------------ |  | - | ------- | 
| |                                                    |  | Molecular    |  |   |         | 
| |                                                    |  | shares owned |  |   | Amount  | 
| |                                                    |  |              |  |   |         | 
| |                                                    |  |              |  |   |         | 
| | Balance, June 30, 2009 and
      December 31, 2008 |  | 33,734       |  | $ | 791,230 | 

|Note 4 | Convertible Promissory Note
      Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | On June 12, 2008, the Company was loaned $394,136 by a
      director of the Company by the issuance of a convertible promissory note,
      payable on demand, with interest accruing on the balance of principal
      outstanding at 8% per annum, compounded monthly and payable monthly.
      Effective March 1, 2009, the interest rate on the note increased to 10%
      per annum. The note may be converted into units of the Company at any time
      and at the option of the lender at the rate of $0.40 per unit. Each unit
      will consist of one common share and one share purchase warrant
      exercisable at $0.75 per share for a period of two years from the date of
      issuance. The note is collaterized by an interest in all property of the
      Company.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | If the convertible promissory note is not converted and
      is repaid in full, it will be repaid in Canadian dollars, at a rate not
      less than US $1 = $CDN 1.27. The Companys obligation to repay the note in
      Canadian dollars at an exchange rate of not less than $US 1 = $CDN 1.27
      represents a derivative liability based on the US  Canadian dollar
      exchange rate and for which the Company is required to measure the change
      in its fair value. As at June 30, 2009, this derivative liability had a
      fair value of $42,251 (December 31, 2008: $Nil).                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|Note 5 | Loans Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       | Loans payable are unsecured, non-interest bearing and
      have no specific terms for repayment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

---

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

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

August 17, 1999(Date of Inception)For the Three Months Ended
      
      
      For the Six Months Ended
      
      
      toJune 30,
      
      
      June 30,
      
      
      June 30,2009
      
      
      2008
      
      
      2009
      
      
      2008
      
      
      2009Accounting fees
      $
      26,926
      
      $
      10,720
      
      $
      51,705
      
      $
      38,345
      
      $
      326,848Consulting fees
      
      34,500
      
      
      101,598
      
      
      89,000
      
      
      146,698
      
      
      655,901Legal fees
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      60,656Management fees (recovery)
      
      -
      
      
      (124,601
      )
      
      -
      
      
      329,909
      
      
      2,747,128Rent
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      36,000Research and development
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      5,604,189Interest and accretion onconvertible Promissory note- Note 4
      
      9,934
      
      
      170,697
      
      
      15,723
      
      
      170,697
      
      
      325,210$
      71,360
      
      $
      158,414
      
      $
      156,428
      
      $
      685,649
      
      $
      9,755,932


|       | Research and development expenditures charged by a
      related company were comprised of testing costs of the molecular
      diagnostic test products.                                                                                                                                                                                                       
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                 
|       | Accounts payable and accrued liabilities at June 30, 2009
      includes $129,381 (December 31, 2008: $149,062) owing to companies with a
      common director, a former director and a company of which a former officer
      and director is the spouse of the Companys former president for
      accounting, management and consulting services received.
|       |                                                                                                                                                                                                                                                                                                                                                                 
|Note 7 | Common Stock                                                                                                                                                                                                                                                                                                                                                    
|       |                                                                                                                                                                                                                                                                                                                                                                 
|       | On February 1, 2008, the Company issued 90,000 units at
      $1.10 per unit for total proceeds of $99,000. Each unit consisted of one
      share and one half common share purchase warrant exercisable for 18 months
      at a price of $1.50 per warrant.                                                                                                  
|       |                                                                                                                                                                                                                                                                                                                                                                 
|       | On February 1, 2008, the Company issued a total of
      300,000 common shares to two consultants at a quoted market price of $0.95
      per share for a total of $285,000 for their consulting services performed
      for the Company, of which 150,000 common shares were issued in respect of
      amounts previously accrued in accounts payable.       

---

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

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

---

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

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

| | a) | Share Purchase Warrants                                                                                                                                               
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                       
| |    | A summary of changes in the Companys share purchase
      warrants for the six months ended June 30, 2009 and December 31, 2008
      outstanding is presented below:

| |                            |  | June
      30, 2009 |   |  | December 31, 2008 | 
| | -------------------------- |  | ------------------- | - |  | ----------------- | 
| |                            |  |                     |   |  | Weighted          | 
| |                            |  |                     |   |  | Average           | 
| |                            |  | Number of           |   |  | Exercise          | 
| |                            |  | Warrants            |   |  | Price             | 
| |                            |  |                     |   |  |                   | 
| | Outstanding, beginning of  |  | 3,257,870           |   |  | $1.20             | 
| | period                     |  |                     |   |  |                   | 
| | Issued                     |  | 1,216,250           |   |  | $0.75             | 
| | Expired                    |  | (1,962,860          | ) |  | $0.95             | 
| |                            |  |                     |   |  |                   | 
| | Outstanding, end of period |  | 2,511,260           |   |  | $1.19             | 

The following table summarizes the
  warrants outstanding as at March 31, 2009:

Number Outstanding
      
      Exerciseand Exercisable
      
      Price
      Expiry Date45,000
      
      $1.50
      August 1, 20091,250,010
      
      $1.60
      August 15, 20091,216,250
      
      $0.75
      Per schedule below2,511,260


20,000
      
      
      Jan 31, 2011671,250
      
      
      Feb 28, 2011525,000
      
      
      May 31, 20111,216,250


Subsequent to June 30, 2009, the
  45,000 warrants exercisable at $1.50 expired unexercised on August 1, 2009.

---

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

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

| | b) | Stock Based Compensation Plan                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | In May, 2005, the Company adopted a stock option plan
      which provides for the granting of stock options to selected directors,
      officers, employees or consultants in an aggregate amount of up to
      2,600,000 common shares of the Company and, in any case, the number of
      shares to be issued to any one individual pursuant to the exercise of
      options shall not exceed 10% of the issued and outstanding share capital.
      The grant of stock options, exercise prices and terms are determined by
      the Company's Board of Directors.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |    | A summary of changes in the Companys stock options for
      the year ended December 31, 2008 and the six months ended June 30, 2009 is
      presented below:                                                                                                                                                                                                                                                                                                                                                                                                            

| |                                  |  | June
      30, 2009 |  |  | December 31, 2008 | 
| | -------------------------------- |  | ------------------- |  |  | ----------------- | 
| |                                  |  |                     |  |  | Weighted          | 
| |                                  |  |                     |  |  | Average           | 
| |                                  |  | Number of           |  |  | Exercise          | 
| |                                  |  | Options             |  |  | Price             | 
| |                                  |  |                     |  |  |                   | 
| | Outstanding, beginning           |  | 2,100,000           |  |  | $0.86             | 
| | of period                        |  |                     |  |  |                   | 
| | Granted                          |  | -                   |  |  | -                 | 
| | Cancelled                        |  | -                   |  |  | -                 | 
| |                                  |  |                     |  |  |                   | 
| | Outstanding, end of
      period |  | 2,100,000           |  |  | $0.86             | 
| | Exercisable, end of period       |  | 2,000,000           |  |  | $0.88             | 

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

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


---

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

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

| | b) | Stock-Based Compensation Plan 
      (contd)
| | -- | ----------------------------------------------

| | (1) | These options had fully vested in the year ended December
      31, 2008. As such, there was no stock- based compensation expense
      recognized in the period ended June 30, 2009 on these outstanding
      options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (2) | These options had fully vested at December 31, 2007. As
      such, there was no stock-based compensation expense recognized in the
      period ended June 30, 2009 on these outstanding options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (3) | As at March 31, 2009, these options had vested. The fair
      value of these options on their grant date was calculated to be $198,000
      which was being amortized on a straight-line basis over the vesting term.
      The Company recognized $11,647 (2008: $24,648) included with management
      fees in the financial statements for the six-month period ended June 30,
      2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (4) | These options fully vested during the year ended December
      31, 2008. As such, there was no stock- based compensation expense
      recognized in the period ended June 30, 2009 on these outstanding
      options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (5) | These options had fully vested as at December 31, 2008.
      As such, there was no stock-based compensation expense recognized in the
      period ended June 30, 2009 on these outstanding options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (6) | As at June 30, 2009, 100,000 of these options were fully
      vested. The remaining 100,000 options vest as follows: 50,000 on October
      1, 2009 and 50,000 on April 1, 2010. The fair value of these options on
      the grant date was calculated to be $106,000 for which the Company
      recognized $16,030 included with consulting fees for the year ended
      December 31, 2008. The remaining 150,000 unvested options were re-measured
      as at December 31, 2008 with their fair value calculated to be $37,650 for
      which the Company recognized $20,395 included with consulting fees in the
      financial statements for the year ended December 31, 2008. The remaining
      150,000 unvested options were re-measured as at March 31, 2009 with their
      fair value calculated to be $49,680 for which the Company recognized
      $15,368 included with consulting fees in the financial statements for the
      period ended March 31, 2009. The remaining 100,000 unvested options were
      re-measured as at June 30, 2009 with their fair value calculated to be
      $27,970 for which the Company recognized $1,071 included with consulting
      fees in the financial statements for the period ended June 30, 2009. These
      options were re-measured at June 30, 2009 in accordance with the
      provisions of EITF 96-18 Accounting for Equity Instruments That are
      Issued to Other Than Employees for Acquiring, or in conjunction with
      Selling, Goods or Services using the Black  Scholes model with the
      following assumptions: Volatility - 130.67%, Risk free interest rate 
      3.91%, Expected life  8.78 years and Dividend yield 
      0.00%

---

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

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

| | b) | Stock-Based Compensation Plan  (contd)                                                                                                                     
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                              
| |    | A summary of changes in the Companys unvested stock
      options for the six (6) months ended June 30, 2009 and December 31, 2008
      is presented below:

| |                            |  | June
      30, 2009 |   |  | December 31, 2008 | 
| | -------------------------- |  | ------------------- | - |  | ----------------- | 
| |                            |  |                     |   |  | Weighted          | 
| |                            |  |                     |   |  | Average           | 
| |                            |  | Number of           |   |  | Grant Date        | 
| |                            |  | Options             |   |  | Fair
      Value  | 
| |                            |  |                     |   |  |                   | 
| | Outstanding, beginning of  |  | 300,000             |   |  | $0.43             | 
| | period                     |  |                     |   |  |                   | 
| | Granted                    |  | -                   |   |  | -                 | 
| | Cancelled                  |  | -                   |   |  | -                 | 
| | Vested                     |  | (200,000            | ) |  | $0.53             | 
| |                            |  |                     |   |  |                   | 
| | Outstanding, end of period |  | 100,000             |   |  | $0.53             | 

As at June 30, 2009, there was a total
  of $23,906 of unrecognized compensation cost associated with unvested
  share-based compensation awards that will become vested between April 1, 2009
  and December 31, 2010 and thus, this unrecognized compensation cost is expected
  to be recognized between April 1, 2009 and December 31, 2010. Stock-based
  compensation amounts, including those relating to shares issued for non-cash
  consideration during the year, are classified in the Companys Statement of
  Operations as follows:

| |                       |   | 2009   |  |   | 2008    |  
| | --------------------- | - | ------ |  | - | ------- | -
| | Consulting (recovery) | $ | 16,439 |  | $ | (8,515  | )
| | Management fees       |   | 11,647 |  |   | 131,169 |  
| |                       | $ | 28,086 |  | $ | 122,654 |  

---

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

|Note 8  | Contingencies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | The Company is subject to various amounts claimed arising
      in the ordinary course of business and which are in dispute. There has not
      been any material amount accrued in the financial statements with respect
      to the various amounts claimed due to the Company being unable to make a
      reasonable estimate of any potential liability resulting from the
      resolution of these claims.                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 9  | Subsequent Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Subscription Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Subsequent to June 30, 2009, the Company received
      $146,000 pursuant to subscription agreements for 365,000 units at $0.40
      per unit. Each unit consists of one common share and one share purchase
      warrant exercisable into one additional common share of the Company for
      $0.75 for a period of two (2) years from the date of issuance. Commissions
      of 10% were paid in connection with this subscription.                                                                                                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Promissory Note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | On July 15, 2009, the Company signed a promissory note
      with a related party for $150,000 due on demand at a interest rate of 10%
      per annum, with interest compounded monthly, and payable monthly. The
      Company will pay to the lenders, a 5.0% fee ($7,500) to cover the cost of
      obtaining funds. The Company agreed to repay the promissory note in
      Canadian dollars no less than the amount payable in US dollars multiplied
      by 1.27.                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | The note may be converted into units of the Company at
      any time at the option of the lender at the rate of $0.40 per unit. Each
      unit will consist of one common share and one share purchase warrant
      exercisable at $0.75 per share for a period of two years from the date of
      issuance. The note is collaterized by a security agreement on the assets
      of the Company.                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 10 | Deposit                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | The Company agreed to acquire 60% of the outstanding
      shares of Vardisto Investments Ltd. (Vardisto), a private Cyprus company
      which has beneficial ownership in intellectual property. As consideration
      for this acquisition, the Company intends to issue 9,000,000 common shares
      of the Company to the vendor. This acquisition will be accounted for in
      accordance with SFAS 141(R) whereby the Company will recognize the assets
      acquired, the liabilities assumed, and any non-controlling interest in
      Vardisto at the acquisition date, measured at their fair values as of that
      date. The acquisition has not yet closed and is conditional upon various
      approvals and other events occurring.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | During the period ended June 30, 2009, the Company
      advanced $14,142 (€10,000) to Vardisto as a deposit on the acquisition.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 11 | Non-cash Transactions                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Investing and financing activities that do not have a
      direct impact on current cash flows are excluded from the statements of
      cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

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

|Note 11 | Non-cash Transactions  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | During the six months ended June 30, 2008, the Company
      terminated the services of the former CEO. In accordance with the terms of
      the original employment agreement, the former CEO was to be issued common
      shares of the Company upon the achievement of certain milestones. The
      Company determined the milestones were likely to be achieved and accrued
      the shares to be issued as a liability. Upon the termination of the former
      CEO, the Company had accrued a liability of $491,749 and reallocated this
      balance accrued by reversing the accrued liability and recognizing a
      recovery in the Statement of Operations.
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | During the six months ended June 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 June 30, 2008, $83,125 was included in prepaid expenses.
      During the six months ended June 30, 2008, the Company recorded consulting
      fees of $59,375 charged to the statements of operations.                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | During the six months ended June 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 six months ended
      June 30, 2008, the Company recorded consulting fees of $14,250 charged to
      the statements of operations.                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | During the six months ended June 30, 2008, the Company
      issued 1,150,000 common shares at $0.79 per share and 550,000 common
      shares valued at $0.53 per share to the directors of the Company in
      recognition for their services provided. As at December 31, 2007, $817,650
      had been accrued and included with accounts payable and accrued
      liabilities. During the six months ended June 30, 2008, the Company
      recorded management fees of $350,750 and consulting fees of $31,600
      charged to the statements of operations.                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | These transactions have been excluded from the statements
      of cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|Note 12 | Comparative Figures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|        | Certain of the June 30, 2008 figures have been
      reclassified to conform with the presentation used in current period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

---

3

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

Forward-Looking Statements

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

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars and all references to
common shares refer to the shares of our common stock. As used in this
quarterly report, the terms we, us, our, and Acrongenomics refer to
Acrongenomics Inc., unless otherwise indicated.

Our Business

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

On August 19, 2008, we entered into an agreement with Molecular
Vision Limited of the United Kingdom which changed our relationship
substantially, and changed the focus of our business. Until August 19, 2008, we
had been operating pursuant to a development agreement dated February 27, 2007,
whereby we funded the development of BioLED technology, combining microfluidics
with an optical detection system based on polymer Light Emitting Diodes
(commonly referred to as pLED), for use in future Point-of-Care diagnostic
devices of Molecular Vision in return for a license to commercialize and sell
the device. Molecular Vision owns and has been developing the BioLED technology.
Under the August 19, 2008 interim agreement and formal agreements dated November
13, 2008, we and Molecular Vision terminated the development agreement,
Molecular Vision agreed to pay us a royalty on product sales or license fees
received by Molecular Vision for products or licenses based on Molecular
Visions suite of patents, and, as well, we received 17,168 additional common
shares of Molecular Vision. As of August 10, 2009, we hold approximately 17.19%
of the issued and outstanding shares of Molecular Vision. As a result of the
restructuring of our relationship with Molecular Vision, we intend to be much
less involved with the development of the BioLED technology than we have

---

4

been in the past and we now intend to seek other development
opportunities in fields possibly related or complimentary to the Molecular
Vision technology.

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

Effective January 31, 2009, we entered into a share exchange
agreement with Vardisto Investments Limited, a private Cyprus company, and a
shareholder of Vardisto Investments. Pursuant to the share exchange agreement,
we agreed, among other things, to acquire 60% of the total outstanding share
capital or 600 shares of common stock of Vardisto Investments in exchange for
the issuance of 9,000,000 shares of our common stock. As at August 10, 2009, we
have not issued the 9,000,000 shares to acquire Vardisto Investments.

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

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

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

The share exchange agreement is conditional upon certain events
occurring and there is no assurance that the transactions contemplated under the
share exchange agreement will be completed. As at August 10, 2009, the
transactions contemplated under the share exchange agreement had not been
completed.

Results of Operations

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

Revenue

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

Expenses

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

---

5

|                                        |   | Three    |  |   | Three    |   |   |            |  |   |            | 
|--------------------------------------- | - | -------- |  | - | -------- | - | - | ---------- |  | - | ---------- | 
|                                        |   | Months   |  |   | Months   |   |   | Six Months |  |   | Six Months | 
|                                        |   | Ended    |  |   | Ended    |   |   | Ended      |  |   | Ended      | 
|                                        |   | June 30, |  |   | June 30, |   |   | June 30,   |  |   | June 30,   | 
|                                        |   | 2009     |  |   | 2008     |   |   | 2009       |  |   | 2008       | 
|                                        |   |          |  |   |          |   |   |            |  |   |            | 
|Accounting and audit fees               | $ | 59,403   |  | $ | 19,426   |   | $ | 94,182     |  | $ | 85,995     | 
|Bank charges                            |   | 481      |  |   | 630      |   |   | 934        |  |   | 2,418      | 
|Consulting fees                         |   | 72,911   |  |   | 347,470  |   |   | 184,654    |  |   | 485,910    | 
|Legal fees                              |   | 31,872   |  |   | 6,123    |   |   | 42,438     |  |   | 35,209     | 
|Interest and accretion on notes payable |   | 9,934    |  |   | 170,697  |   |   | 15,723     |  |   | 170,697    | 
|Management fees                         |   | -        |  |   | (124,601 | ) |   | 11,647     |  |   | 329,909    | 
|Office and miscellaneous                |   | 738      |  |   | 2,075    |   |   | 2,211      |  |   | 3,964      | 
|Public relations and donations          |   | -        |  |   | -        |   |   | 7,600      |  |   | 5,102      | 
|Rent                                    |   | 15,278   |  |   | 15,279   |   |   | 30,557     |  |   | 27,883     | 
|Research and development                |   | -        |  |   | -        |   |   | -          |  |   | 648,407    | 
|Transfer agent and filing fees          |   | 2,399    |  |   | 1,775    |   |   | 4,291      |  |   | 3,359      | 
|Travel                                  |   | 2,624    |  |   | 11,648   |   |   | 4,496      |  |   | 62,446     | 
|Total expenses                          | $ | 195,640  |  | $ | 450,522  |   | $ | 398,733    |  | $ | 1,861,298  | 

Three Months Ended June 30, 2009 and 2008

Expenses for the three months ended June 30, 2009 decreased by
$254,882 over the same period in 2008.

Accounting and audit fees

Accounting and audit fees for the three months ended June 30,
2009 increased by $39,977 compared to the same period in 2008. This was
primarily the result of an increase in our audit and accounting fees for the
year ended December 31, 2008, which were invoiced during the six month ended
June 30, 2009.

Consulting fees

The consulting fees for the three months ended June 30, 2009
decreased by $274,559 compared to the same period in 2008. This was primarily
the result of reduction in stock-based compensation.

Legal fees

Legal fees for the three months June 30, 2009 increased by
$25,749 compared to the same period in 2008. This was primarily due to
agreements required for the Vardisto Investments and for legal review of
agreements with Molecular Vision.

Interest and accretion on notes payable

Interest and accretion on notes payable for the three months
ended June 30, 2009 decreased by $160,763 compared to the same period in 2008.
In the three months ended June 30, 2008, $170,697 was reported as an expense
based on the option for the conversion of shares on two promissory notes into
shares of our common stock at $0.40 per share.

---

6

Management fees

Management fees for the three months ended June 30, 2009
increased by $124,601 compared to the same period in 2008. This was primarily
the result of our company reversing the accrued liability of $491,749 as a
result of terminating the services of the former CEO during the three months
ended June 30, 2008. We did not grant options or pay any other management fees
during the three months ended June 30, 2009.

Travel expenses

Travel expenses for the three months ended June 30, 2009
decreased by $9,024 compared to the same period ended June 30, 2008. This was
primarily the result of a reduction in travel during the three months ended June
30, 2009.

Six months ended June 30, 2009 and 2008

Expenses for the six months ended June 30, 2009 decreased by
$1,955,385 over the same period in 2008.

Accounting and audit fees

Accounting and audit fees for the six months ended June 30,
2009 increased by $8,187 compared to the same period in 2008. This was due to
additional auditing fees.

Consulting fees

Consulting fees for the six months ended June 30, 2009
decreased substantially by $301,256 compared to the same period in 2008. This
was primarily the result of reduction in stock-based compensation.

Legal fees

Legal fees for the six months ended June 30, 2009 increased by
$7,229 due to additional work for agreements required on Vardisto Project and
Molecular Vision.

Interest and accretion on notes payable

Interest and accretion of notes payable for the six months
ended June 30, 2009 decreased substantially by $154,974. This is due to
reporting in 2008 the option of conversion of shares on the promissory notes
outstanding.

Management fees

Management fees for the six months ended June 30, 2009
decreased by $318,262 compared to the same period in 2008. This was primarily
the result of our company granting a significant amount of options during the
six months ended June 30, 2008, the compensation expense of which was classified
as management fees. We did not grant any options, but $11,647 was

---

7

recorded as management fee from expensing a previous prepaid in
the six months ended June 30, 2009.

Travel expense

Travel expense for the six months ended June 30, 2009 decreased
substantially by $57,950 compared to the same period in 2008. This is primarily
due to termination of a consulting agreement, which required the consultant to
travel to various locations to meet with potential investors.

Research and development

Our expenditures on research and development for the six months
ended June 30, 2009 decreased substantially by $648,407 compared to the same
period in 2008. This was the result of our company no longer paying for the
research and development of the BioLED technology due to the termination of our
development agreement with Molecular Vision.

Liquidity and Capital Resources

|Working Capital           |   |             |   |   |                 |  
|------------------------- | - | ----------- | - | - | --------------- | -
|                          |   | At June 30, |   |   | At December 31, |  
|                          |   | 2009        |   |   | 2008            |  
|Cash                      | $ | 27,823      |   | $ | 22,044          |  
|Current Assets            |   | 43,009      |   |   | 39,662          |  
|Current Liabilities       |   | 920,123     |   |   | 906,101         |  
|Working Capital (Deficit) | $ | (877,114    | ) | $ | (866,439        | )

The increase in our working capital deficit of $10,675 was
primarily due to an increase in our liabilities.

Cash Flows

Six Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30,
    
    
    June 30,2009
    
    
    2008Net cash used in operating activities
    
    (399,079
    )
    
    (935,947
    )Net cash used in investing activities
    
    (14,142
    )
    
    (1,097,639
    )Net cash provided by financing activities
    
    419,000
    
    
    1,746,444Increase (decrease) in cash during theperiod
    
    5,779
    
    
    (287,142
    )


Cash Used In Operating Activities

During the six months ended June 30, 2009, we used net cash in
operating activities in the amount of $399,079 primarily towards payments for
our expense of office, consulting and professional fees, as well as reducing our
accounts payables.

---

8

Cash Used In Investing Activities

During the six months ended June 30, 2009, we used cash in
investing activities in the amount of $14,142 towards deposit for acquisition of
Vardisto Investments Ltd.

Cash from Financing Activities

We received net cash of $419,000 ($460,000 less $41,000 paid
for commissions) from financing activities during the six months ended June 30,
2009. Net cash generated by financing activities is attributable to cash
received from the sale of 1,150,000 shares of our common stock at $0.40 per
share.

Cash Requirements

We have incurred operating losses since inception, have not
generated any revenues, and have not achieved profitable operations. Our
accumulated deficit from our inception on August 17, 1999 to June 30, 2009 was
$27,076,441. This negative cash flow is attributable to our operating expenses,
including but not limited to, research and development expenses, general and
administration expenses and the payment of our audit fees and legal fees. We
anticipate that our expenses will increase as we intend to focus on the
development of our new project with Vardisto Investments. We estimate our
expenses in the next 12 months will be approximately $1,800,000, generally
falling in four major categories: Research and Development, General and
Administrative, Investor Relations and Professional Fees.

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

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


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

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

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

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

On February 6, 2009, we sold 625,000 units to one offshore
investor at $0.40 per unit for gross proceeds of $250,000. Each unit consists of
one share of our common stock and one warrant to

---

9

purchase one share of our common stock at a price of $0.75 for
a period of two years expiring at February 6, 2011. We paid 10% commission,
$25,000, for the sale of these units.

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

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

Subsequent to June 30, 2009, we sold 365,000 units to five
offshore investors at $0.40 per unit for gross proceeds of $146,000. Each unit
consists of one share of our common stock and one warrant to purchase one share
of our common stock at a price of $0.75 for a period of two years from the date
of issuance. We paid $14,600 as commissions for the sale of these units.

Subsequent to June 30, 2009, we signed a promissory note for $150,000 at 10.0%
  per annum with interest repayable monthly. The new promissory note is on a
  demand basis and secured with assets of our company. We will pay to the lenders,
  a 5.0% fee ($7,500) to cover the cost of obtaining funds. We agreed to repay the
  promissory note in Canadian dollars no less than the amount payable in US
  dollars multiplied by 1.27. The lenders will have an option to convert the
  promissory note into units at a price of $0.40 per unit. Each unit will consist
  of one share of our common stock and one share purchase warrant exercisable into
  one share of our common stock at a price of $0.75 per share for a period of two
  years from the conversion date.

As of June 30, 2009, we had approximately $27,823 in cash. We
do not have enough money to pay for our estimated operating expenses for the
next 12 months. To obtain that money, we may sell shares in our equity
securities or take on debt.

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

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

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

---

10

Going Concern

We have historically incurred losses and have incurred a net
loss of $232,337 for the three months ended June 30, 2009 and $443,619 for the
six months ended June 30, 2009. Because of these historical losses, we will
require additional working capital to develop our business operations. We intend
to raise additional working capital through equity financing, bank financing
and/or advances from related parties or stockholder loans.

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

There are no assurances that we will be able to either (i)
achieve a level of revenues adequate to generate sufficient cash flow from
operations; or (ii) obtain additional financing through either equity financing
and/or bank financing necessary to support our working capital requirements. To
the extent that funds generated from operations and any equity financing and/or
bank financing are insufficient, we will have to raise additional working
capital. No assurance can be given that additional financing will be available,
or if available, will be on terms acceptable to us. If adequate working capital
is not available we may scale down or even cease our operations.

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

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

Off-Balance Sheet Arrangements

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

---

11

Application of Critical Accounting Policies

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

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

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

Investment in Molecular Vision Limited

We have made an equity investment in Molecular Vision Limited,
a privately held company incorporated in Great Britain and whose business is
complementary to our business. This investment is accounted for under the cost
method of accounting, as we held less than 20% of the voting stock outstanding
and did not exert significant influence over this company. We assess the
recoverability of this investment by reviewing various indicators of impairment
and by determining the fair value of this investment by performing a discounted
cash flow analysis of estimated future cash flows. We record an impairment of
this investment when a decline in value is determined to be
other-than-temporary.

Stock-based Compensation

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

We account for the granting of share purchase options to
employees using the fair value method whereby all awards to employees will be
recorded at fair value on the date of the grant. Share

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12

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

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

Recently Adopted Accounting Pronouncements

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

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

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

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

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

In June 2008, the FASB reached consensus on EITF Issue No. 07-05 (EITF 07-05), Determining Whether an Instrument (or embedded feature) Is Indexed to an Entitys Own Stock. EITF 07-05 clarifies the determination of
whether an instrument (or an embedded

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14

feature) is indexed to an entitys own stock, which would
qualify as a scope exception under SFAS 133. EITF 07-05 was effective for
financial statements issued for fiscal years beginning after December 15, 2008.
We do not expect the adoption of this EITF Issue to have a material effect on
our results of operations and financial condition.

Item 3. Quantitative and Qualitative Disclosures About
Market Risks.

Not Applicable.

Item 4T. Controls and Procedures.

Disclosure Controls and Procedures

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

Changes in Internal Control over Financial Reporting

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

More specifically, management has identified the following
weaknesses:

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

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15

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

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

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

Certifications

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item IA. Risk Factors.

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

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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 Company

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

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

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

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

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

Transactions contemplated under our share exchange agreement
with Vardisto Investments Limited may not be completed and we may not obtain an
interest in the development of the potential cholesterol-lowering agent. Even if
we do obtain an interest in the potential cholesterol-lowering agent, there is
no assurance that it will ever become commercially viable. The development of
life science technology is extremely risky and expensive. It is likely that we
will never develop and sell a product that will make us profitable. If we never
become profitable, we will go out of business and investors will lose all of the
money they have invested in our company.

Risks Related to Our Business

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

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

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

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

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

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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.

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

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

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

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

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

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

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

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

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

Risks Related to Our Common Stock

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

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

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

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operations, then we will likely go out of business and
investors will lose their entire investment in our company.

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

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

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

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

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

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

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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.

On May 15, 2009, we sold 525,000 units to three offshore
investors at $0.40 per unit for gross proceeds of $210,000. Each unit consists
of one share of our common stock and one warrant to purchase one share of our
common stock at a price of $0.75 for a period of two years from the date of
issuance. We paid $16,000 as commissions for the sale of these units. We sold
these units to three non-U.S. persons (as that term is defined in Regulation S
of the Securities Act of 1933) in offshore transactions relying on Regulation
S.

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

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

Please see Item 2 of Part II Unregistered Sales of Equity
Securities and Use of Proceeds for the information relating to the unregistered
sales of equity securities by us.

On July 15, 2009, we signed a promissory note for $150,000 at
10.0% per annum with interest repayable monthly. The promissory note is payable
to our present Chief Financial Officer, Ron

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

Item 6. Exhibits.

Exhibit No.
      Document Name(3)
      Articles of Incorporation and Bylaws3.1
      Articles of Incorporation (incorporated by reference to an exhibit to our
        registration statement on Form 10-SB filed on May 24, 2002, as amended)3.2
      Bylaws, as amended (incorporated by reference
        to an exhibit to our registration statement on Form 10- SB filed on May
        24, 2002, as amended)(10)
      Material Contracts10.1
      Agreement for the Sale of Stock between our
        company and Dr. Leftheris Georgakopoulos dated February 13, 2006 (incorporated
        by reference to an exhibit to our current report on Form 8-K filed February
        16, 2006)10.2
      Development Agreement between our company and
        Molecular Vision Limited (incorporated by reference to an exhibit to our
        current report on Form 8-K filed on February 20, 2007)10.3
      Employment Agreement dated September 3, 2007
        between our company and Dr. Dimitris Goundis (incorporated by reference
        to an exhibit to our current report on Form 8-K filed on September 28,
        2007)10.4
      Letter Agreement dated February 1, 2008 with
        Molecular Vision Limited (incorporated by reference to an exhibit to our
        current report on Form 8-K filed on February 19, 2008)10.5
      Royalty Agreement dated November 13, 2008 with
        Molecular Vision Limited (incorporated by reference to an exhibit to our
        current report on Form 8-K filed on November 20, 2008)10.6
      Supplemental Agreement to the Subscription and
        Shareholders Agreement relating to Molecular Vision Limited dated
        November 13, 2008 (incorporated by reference to an exhibit to our current
        report on Form 8-K filed on November 20, 2008)10.7
      Option Agreement dated November 13, 2008 with
        Molecular Vision Limited to acquire additional 20,000 shares of Molecular
        Vision Limited (incorporated by reference to an exhibit to our current
        report on Form 8-K filed on November 20, 2008)10.8
      Deed of Termination and Release dated November
        13, 2008 with Molecular Vision Limited (incorporated by reference to an
        exhibit to our current report on Form 8-K filed on November 20, 2008)10.9
      Share Exchange Agreement dated January 31, 2009
        between our company, Vardisto Investments Limited and a certain shareholder
        of Vardisto Investments Limited (incorporated by reference to an exhibit
        to our current report on Form 8-K filed on March 12, 2009)10.10
      Asset Purchase Agreement dated January 30, 2009
        between Maragrita Hadzopoulou-Cladaras and Halldale Ventures Limited (incorporated
        by reference to an exhibit to our current report on Form 8-K filed on
        March 12, 2009)10.11
      Promissory note dated June 12, 2008 issued to
        Ron and Johanne Lizée by our company (incorporated by reference to
        our quarterly report on Form 10-Q filed on May 15, 2009)10.12*
      Promissory note dated July 15, 2009 issued to
        Ron and Johanne Lizée by our company(31)
      Section 302 Certifications31.1*
      Section 302 Certification of Platon Tzouvalis31.2*
      Section 302 Certification of Ron Lizée(32)
      Section 906 Certifications32.1*
      Section 906 Certification of Platon Tzouvalis32.2*
      Section 906 Certification of Ron Lizée


* Filed herewith.

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23

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
TzouvalisPlaton
Tzouvalis **President
and Director **(Principal Executive Officer)

**Date:
August 14, 2009



By:   /s/ Ron
LizéeRon
Lizée**Chief Financial
Officer and Director **(Principal Financial Officer and
Principal **Accounting Officer)

**Date:
August 14, 2009

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