---

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: March 31, 2011

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 | (IRS Employer      
|incorporation or organization)  | 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)

Not Applicable(Former name, former
address and former fiscal year, if changed since last report)

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

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files)
Yes [   ]    No [   ]  (Not
applicable)

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
28,858,481shares of common stock outstanding as of May 30, 2012.

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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.                                 | 8 
|Item
      4. Controls and Procedures.                                                                     | 9 
|PART
      II - OTHER INFORMATION                                                                          | 9 
|Item
      1. Legal Proceedings.                                                                           | 9 
|Item
      1A. Risk Factors.                                                                               | 10
|Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds.                                 | 13
|Item
      3. Defaults Upon Senior Securities.                                                             | 13
|Item
      4. Mine Safety Disclosures                                                                      | 13
|Item
      5. Other Information.                                                                           | 14
|Item
      6. Exhibits.                                                                                    | 14
|SIGNATURES                                                                                                 | 16

---

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

It is the opinion of management that the interim financial
statements for the three months ended March 31, 2011 includes 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.

---





ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2011

(Stated in US Dollars)





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ACRONGENOMICS, INC.(A Development Stage
Company)INTERIM BALANCE SHEETSMarch 31, 2011 and December 31,
2010(Stated in US Dollars)
  (unaudited)

|ASSETS                                                                                                                                                          |   | March 31,   |   |   | December 31, |  
|--------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                                                                                                                                |   | 2011        |   |   | 2010         |  
|                                                                                                                                                                |   |             |   |   |              |  
|Current                                                                                                                                                         |   |             |   |   |              |  
|Cash                                                                                                                                                            | $ | 59,486      |   | $ | 6,615        |  
|                                                                                                                                                                |   |             |   |   |              |  
|                                                                                                                                                                |   |             |   |   |              |  
|Patent and other intangible assets                                                                                                                              |   | 48,537      |   |   | 49,737       |  
|Investment in Molecular Vision - Note 3                                                                                                                         |   | 1           |   |   | 1            |  
|                                                                                                                                                                | $ | 108,024     |   | $ | 56,353       |  
|                                                                                                                                                                |   |             |   |   |              |  
|LIABILITIES                                                                                                                                                     |   |             |   |   |              |  
|                                                                                                                                                                |   |             |   |   |              |  
|Current                                                                                                                                                         |   |             |   |   |              |  
|Accounts payable and accrued
      liabilities - Note 8                                                                                                         |   | 1,242,645   |   | $ | 1,124,731    |  
|Convertible promissory notes payable - Note 6                                                                                                                   |   | 763,602     |   |   | 690,913      |  
|Loans payable - Note 7                                                                                                                                          |   | 62,873      |   |   | 60,758       |  
|                                                                                                                                                                |   | 2,069,120   |   |   | 1,876,402    |  
|                                                                                                                                                                |   |             |   |   |              |  
|Promissory note payable - Notes 4 and 6                                                                                                                         |   | 1,436,903   |   |   | 1,394,969    |  
|                                                                                                                                                                |   | 3,506,023   |   |   | 3,271,371    |  
|                                                                                                                                                                |   |             |   |   |              |  
|CAPITAL DEFICIT                                                                                                                                                 |   |             |   |   |              |  
|                                                                                                                                                                |   |             |   |   |              |  
|Capital stock - Note 9                                                                                                                                          |   |             |   |   |              |  
|Authorized: 100,000,000 common shares, par value $0.001
      per share Issued and outstanding: 27,858,481 common shares
      (December 31, 2010 - 27,783,481) |   | 27,858      |   |   | 27,783       |  
|Additional paid-in capital                                                                                                                                      |   | 27,301,450  |   |   | 27,285,264   |  
|Share subscription - Note 10                                                                                                                                    |   | 50,000      |   |   | -            |  
|Deficit accumulated during the development
      stage                                                                                                          |   | (30,777,307 | ) |   | (30,528,065  | )
|                                                                                                                                                                |   | (3,397,999  | ) |   | (3,215,018   | )
|                                                                                                                                                                | $ | 108,024     |   | $ | 56,353       |  

---

ACRONGENOMICS, INC.
  (A Development Stage Company) 
  STATEMENTS OF OPERATIONSfor the three months ended March 31, 2011
and 2010 andfor the period from August 17, 1999 (Date of Inception) to March
31, 2011(Stated in US Dollars)
  (unaudited)

|                                                       |   | For the three months ended |   |   | August 17,1999      |  
|------------------------------------------------------ | - | -------------------------- | - | - | ------------------- | -
|                                                       |   | March 31,                  |   |   | (Date of Inception) |  
|                                                       |   | 2011                       |   |   | 2010                |  
|Expenses                                               |   |                            |   |   |                     |  
|Accounting and audit fees                              | $ | 51,412                     |   | $ | 48,965              |  
|Amortization of patents                                |   | 1,200                      |   |   | -                   |  
|Appraisals                                             |   | -                          |   |   | -                   |  
|Bank charges                                           |   | 171                        |   |   | 302                 |  
|Consulting fees - Note 8                               |   | 80,761                     |   |   | 65,174              |  
|In-process research and development                    |   | -                          |   |   | -                   |  
|Investor relations                                     |   | -                          |   |   | -                   |  
|Legal fees                                             |   | 8,611                      |   |   | -                   |  
|Management fees                                        |   | -                          |   |   | -                   |  
|Office and miscellaneous                               |   | -                          |   |   | 665                 |  
|Rent                                                   |   | -                          |   |   | 15,288              |  
|Research and development                               |   | -                          |   |   | -                   |  
|Transfer agent and filing fees                         |   | 4,016                      |   |   | -                   |  
|Travel                                                 |   | -                          |   |   | -                   |  
|Write-down of patents                                  |   | -                          |   |   | -                   |  
|                                                       |   |                            |   |   |                     |  
|Loss before other income (expenses)                    |   | (146,171                   | ) |   | (130,394            | )
|                                                       |   |                            |   |   |                     |  
|Interest income                                        |   | -                          |   |   | -                   |  
|Interest, fees and accretion on notes payable - Note 4 |   | (81,119                    | ) |   | (14,688             | )
|Change in fair value of derivative liability           |   | -                          |   |   | (85,163             | )
|Write-down of investment in Molecular Vision           |   | -                          |   |   | -                   |  
|Foreign exchange gain (loss)                           |   | (21,952                    | ) |   | (19,735             | )
|                                                       |   |                            |   |   |                     |  
|Loss from continuing operations                        | $ | (249,242                   | ) | $ | (249,980            | )
|Loss from discontinued operations                      |   | -                          |   |   | -                   |  
|                                                       |   |                            |   |   |                     |  
|Net loss for the period                                | $ | (249,242                   | ) | $ | (249,980            | )
|Basic and diluted loss per share                       | $ | (0.01                      | ) | $ | (0.01               | )
|                                                       |   |                            |   |   |                     |  
|Weighted average number of shares outstanding          |   | 27,820,148                 |   |   | 25,580,481          |  

---

ACRONGENOMICS, INC.(A Development Stage
Company)STATEMENTS OF CASH FLOWSfor the three months ended March 31,
2011 and 2010 andfor the period from August 17, 1999 (Date of Inception) to
March 31, 2011(Stated in US Dollars)
  (unaudited)

|                                                                           |   |                                      |   |   |                        |   |   | August 17,1999 |  
|-------------------------------------------------------------------------- | - | ------------------------------------ | - | - | ---------------------- | - | - | -------------- | -
|                                                                           |   | For the three months ended March 31, |   |   | (Date of Inception) to |  
|                                                                           |   | 2011                                 |   |   | 2010                   |   |   | March 31, 2011 |  
|                                                                           |   |                                      |   |   |                        |   |   |                |  
|Cash Flows used in Operating Activities                                    |   |                                      |   |   |                        |   |   |                |  
|Net loss for the period                                                    | $ | (249,242                             | ) | $ | (249,980               | ) | $ | (30,777,307    | )
|Adjustments to reconcile net loss to net cash
      used in operations:    |   |                                      |   |   |                        |   |   |                |  
|Amortization of patents                                                    |   | 1,200                                |   |   | -                      |   |   | 742,630        |  
|Financing fee on convertible promissory note                               |   | -                                    |   |   | -                      |   |   | 7,500          |  
|In-process research and development                                        |   | -                                    |   |   | -                      |   |   | 1,349,225      |  
|Write-down of investment in Molecular Vision                               |   | -                                    |   |   | -                      |   |   | 1,066,730      |  
|Change in fair value of derivative liability                               |   | -                                    |   |   | 85,163                 |   |   | (169,452       | )
|Accretion of debt discount                                                 |   | 41,934                               |   |   | -                      |   |   | 580,196        |  
|Unrealized foreign exchange                                                |   | 21,804                               |   |   | 19,746                 |   |   | 149,294        |  
|Shares issued for consulting and management
      fees                     |   | 7,500                                |   |   | -                      |   |   | 1,449,825      |  
|Warrants issued for consulting fees                                        |   | 5,125                                |   |   |                        |   |   | 5,125          |  
|Loan origination fee                                                       |   | -                                    |   |   | -                      |   |   | 16,245         |  
|Stock-based compensation                                                   |   | 3,636                                |   |   | 674                    |   |   | 1,942,703      |  
|Write-down of patents                                                      |   | -                                    |   |   | -                      |   |   | 8,004,447      |  
|Changes in non-cash working capital balances related to operations:        |   |                                      |   |   |                        |   |   |                |  
|Accounts payable and accrued liabilities                                   |   | 117,914                              |   |   | 98,725                 |   |   | 3,076,473      |  
|Net cash used in operating activities                                      |   | (50,129                              | ) |   | (45,672                | ) |   | (12,556,366    | )
|                                                                           |   |                                      |   |   |                        |   |   |                |  
|Cash Flows provided by Financing Activities                                |   |                                      |   |   |                        |   |   |                |  
|Issuance of common shares                                                  |   | -                                    |   |   | -                      |   |   | 12,855,738     |  
|Share purchase warrants                                                    |   | -                                    |   |   | -                      |   |   | 370,307        |  
|Common stock subscriptions                                                 |   | 50,000                               |   |   | 20,000                 |   |   | 79,800         |  
|Issuance of convertible notes                                              |   | 53,000                               |   |   | -                      |   |   | 889,636        |  
|Repayment of convertible note                                              |   | -                                    |   |   | -                      |   |   | (300,000       | )
|Loan payable                                                               |   | -                                    |   |   | 23,049                 |   |   | 60,758         |  
|Net cash provided by financing activities                                  |   | 103,000                              |   |   | 43,049                 |   |   | 13,956,239     |  
|                                                                           |   |                                      |   |   |                        |   |   |                |  
|Cash Flows used in Investing Activities                                    |   |                                      |   |   |                        |   |   |                |  
|Investment in Molecular Vision                                             |   | -                                    |   |   | -                      |   |   | (1,373,140     | )
|Cash acquired in asset acquisition                                         |   | -                                    |   |   | -                      |   |   | 4,836          |  
|Refund on termination of development agreement with Molecular
      Vision |   | -                                    |   |   | -                      |   |   | 149,794        |  
|Deposit                                                                    |   | -                                    |   |   | -                      |   |   | -              |  
|Patents                                                                    |   | -                                    |   |   | -                      |   |   | (121,877       | )
|Net cash used in investing activities                                      |   | -                                    |   |   | -                      |   |   | (1,340,387     | )
|                                                                           |   |                                      |   |   |                        |   |   |                |  
|Increase (decrease) in cash during the period                              |   | 52,871                               |   |   | (2,623                 | ) |   | 59,486         |  
|Cash, beginning of period                                                  |   | 6,615                                |   |   | 4,303                  |   |   | -              |  
|Cash, end of period                                                        | $ | 59,486                               |   | $ | 1,680                  |   | $ | 59,486         |  

Supplemental Cash Flow Information - Note 11

---

ACRONGENOMICS, INC.(A Development Stage
Company)INTERIM STATEMENT OF CHANGESIN CAPITAL DEFICITfor the
period August 17, 1999 (Dateof Inception) to March 31, 2011(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                           |           |  | -            |  |   | -           |  |   | (77,000    | ) |   | -             |  |   | -           |   |   | (77,000    | )
|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  |  

---

ACRONGENOMICS,INC.(A Development Stage
Company)INTERIM STATEMENT OF CHANGES IN CAPITAL DEFICITfor the period
August 17, 1999 (Date of Inception) to March 31, 2011(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 - brought forward                    |          |  | 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                                                |          |  | -            |   |   | -           |   |   | (350,248   | ) |   | -             |   |   | -           |   |   | (350,248    | )
|Capital stock issued pursuant to the 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  | )

---

ACRONGENOMICS,INC.(A Development Stage
Company)INTERIM STATEMENT OF CHANGES IN CAPITAL DEFICITfor the period
August 17, 1999 (Date of Inception) to March 31, 2011(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 - brought forward                  |          |  | 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 cash                                 | at $0.40 |  | 1,673,750    |  |   | 1,674       |  |   | 667,826    |   |   | (26,500       | ) |   | -           |   |   | 643,000    |  
|Less: commission                                              |          |  | -            |  |   | -           |  |   | (58,600    | ) |   | -             |   |   | -           |   |   | (58,600    | )
|Reclassification of derivative liability                      |          |  | -            |  |   | -           |  |   | (113,314   | ) |   | -             |   |   | -           |   |   | (113,314   | )
|Stock-based compensation                                      |          |  | -            |  |   | -           |  |   | 21,871     |   |   | -             |   |   | -           |   |   | 21,871     |  
|Net loss for the year                                         |          |  | -            |  |   | -           |  |   | -          |   |   | -             |   |   | (937,573    | ) |   | (937,573   | )
|                                                              |          |  |              |  |   |             |  |   |            |   |   |               |   |   |             |   |   |            |  
|Balance, December 31, 2009                                    |          |  | 25,580,481   |  |   | 25,580      |  |   | 27,024,990 |   |   | -             |   |   | (27,570,395 | ) |   | (519,825   | )
|                                                              |          |  |              |  |   |             |  |   |            |   |   |               |   |   |             |   |   |            |  
|Capital stock issued for cash:                                | at $0.40 |  | 25,000       |  |   | 25          |  |   | 9,975      |   |   | -             |   |   | -           |   |   | 10,000     |  
|                                                              | at $0.20 |  | 175,000      |  |   | 175         |  |   | 34,825     |   |   | -             |   |   | -           |   |   | 35,000     |  
|                                                              | at $0.10 |  | 548,000      |  |   | 548         |  |   | 54,252     |   |   | -             |   |   | -           |   |   | 54,800     |  
|Capital stock issued for services:                            | at $0.10 |  | 985,000      |  |   | 985         |  |   | 97,515     |   |   | -             |   |   | -           |   |   | 98,500     |  
|                                                              | at $0.07 |  | 447,500      |  |   | 448         |  |   | 30,877     |   |   | -             |   |   | -           |   |   | 31,325     |  
|Capital stock issued for commission:                          | at $0.10 |  | 10,000       |  |   | 10          |  |   | 990        |   |   | -             |   |   | -           |   |   | 1,000      |  
|                                                              | at $0.40 |  | 12,500       |  |   | 12          |  |   | 4,988      |   |   | -             |   |   | -           |   |   | 5,000      |  
|Less: commission paid                                         |          |  | -            |  |   | -           |  |   | (8,500     | ) |   | -             |   |   | -           |   |   | (8,500     | )
|Stock-based compensation                                      |          |  | -            |  |   | -           |  |   | 35,352     |   |   | -             |   |   | -           |   |   | 35,352     |  
|Net loss for the year                                         |          |  | -            |  |   | -           |  |   | -          |   |   | -             |   |   | (2,957,670  | ) |   | (2,957,670 | )
|                                                              |          |  |              |  |   |             |  |   |            |   |   |               |   |   |             |   |   |            |  
|Balance, December 31, 2010                                    |          |  | 27,783,481   |  | $ | 27,783      |  | $ | 27,285,264 |   | $ | -             |   | $ | (30,528,065 | ) | $ | (3,215,018 | )

---

ACRONGENOMICS,INC.(A Development Stage
Company)INTERIM STATEMENT OF CHANGES IN CAPITAL DEFICITfor the period
August 17, 1999 (Dateof Inception) to March 31, 2011(Stated in USDollars)
  (unaudited)

|                                             |          |  |              |  |   |             |  |   |            |  |   |               |  |   | Deficit     |   |   |            |  
|-------------------------------------------- | -------- |  | ------------ |  | - | ----------- |  | - | ---------- |  | - | ------------- |  | - | ----------- | - | - | ---------- | -
|                                             |          |  | Common Stock |  |   | Accumulated |  |   |            | 
|                                             |          |  |              |  |   |             |  |   | Additional |  |   | Share         |  |   | During the  |   |   |            |  
|                                             |          |  |              |  |   |             |  |   | Paid-in    |  |   | Subscriptions |  |   | Development |   |   |            |  
|                                             |          |  | Shares       |  |   | Par Value   |  |   | Capital    |  |   | (Receivable)  |  |   | Stage       |   |   | Total      |  
|Balance, December 31, 2010 - brought forward |          |  | 27,783,481   |  | $ | 27,783      |  | $ | 27,285,264 |  | $ | -             |  | $ | (30,528,065 | ) | $ | (3,215,018 | )
|                                             |          |  |              |  |   |             |  |   |            |  |   |               |  |   |             |   |   |            |  
|Capital stock issued for consulting fees:    | at $0.10 |  | 75,000       |  |   | 75          |  |   | 7,425      |  |   | -             |  |   | -           |   |   | 7,500      |  
|Share subscription                           |          |  | -            |  |   | -           |  |   | -          |  |   | 50,000        |  |   | -           |   |   | 50,000     |  
|Stock-based compensation                     |          |  | -            |  |   | -           |  |   | 8,761      |  |   | -             |  |   | -           |   |   | 8,761      |  
|Net loss for the period                      |          |  | -            |  |   | -           |  |   | -          |  |   | -             |  |   | (249,242    | ) |   | (249,242   | )
|                                             |          |  |              |  |   |             |  |   |            |  |   |               |  |   |             |   |   |            |  
|Balance, March 31, 2011                      |          |  | 27,858,481   |  | $ | 27,858      |  | $ | 27,301,450 |  | $ | 50,000        |  | $ | (30,777,307 | ) | $ | (3,397,999 | )

---

ACRONGENOMICS, INC.(A Development Stage Company)
NOTES TO THE FINANCIAL STATEMENTS March 31, 2011 and 2010 (Stated
in US Dollars) 
  (unaudited)

|Note 1 | Business Description, Basis of Presentation
      and Liquidity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | The Company is in the development stage with its focus on
      investing and commercializing novel technology platforms in the life
      sciences sector. The Company intends to develop a point-of-care testing
      device for diabetes management and cardiovascular testing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | These unaudited interim financial 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, 2010. The
      interim results are not necessarily indicative of the operating results
      expected for the fiscal year ending on December 31, 2011. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | Basis of Presentation and Liquidity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | These financial statements have been prepared in
      accordance with generally accepted accounting principles i in the United
      States of America and the instructions to Form 10-Q.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | 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 March 31, 2011,
      the Company had an accumulated deficit of $30,777,307 (December 31, 2010 -
      $30,528,065) since its inception, has a working capital deficit of
      $2,009,634 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 but considers obtaining additional funds by equity financing
      and/or from issuing promissory notes. While the Company is expending best
      efforts to achieve the above plans, there is no assurance that any such
      activity will generate funds for operations.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|Note 2 | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       | There are no new accounting pronouncements that the
      Company recently adopted or are pending the Companys adoption that are
      expected to have a material impact on the companys results of operations,
      financial position or cash flows                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

1

---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 2

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

| |                                                                  |  | Number and Class of Molecular |  |  |                 | 
| | ---------------------------------------------------------------- |  | ----------------------------- |  |  | --------------- | 
| |                                                                  |  | shares owned                  |  |  |                 | 
| |                                                                  |  | Class A                       |  |  | Class A         | 
| |                                                                  |  | Preferred Shares              |  |  | Ordinary Shares | 
| |                                                                  |  |                               |  |  |                 | 
| | Balance as at December 31, 2009                                  |  | 19,426                        |  |  | 33,734          | 
| | Less: Write-down of Class A Ordinary shares and Preferred shares |  | -                             |  |  | -               | 
| |                                                                  |  |                               |  |  |                 | 
| | Balance as at March 31, 2011 and December 31, 2010               |  | 19,426                        |  |  | 33,734          | 

|       | During the year ended December 31, 2010, the Company
      determined the fair value of its investment in Molecular Vision Ltd. to be
      impaired due to the inability of Molecular Vision Ltd. to obtain
      additional financing in order to develop its BioLED technology to the
      stage of commercial applications. Accordingly, the Company has written
      down its investment to $1 in recognition thereof.                                                                                                                                            
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Note 4 | Acquisition of Vardisto Investments Limited                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | On December 29, 2010, the Company completed a transaction
      by which it acquired 100% of the issued and outstanding shares of Vardisto
      Investments Limited (Vardisto), a private company located in Cyprus for
      consideration consisting of a promissory note (the Note). The promissory
      note is due on or before December 31, 2013 for the principal sum of
      $2,000,000, together with interest thereon at a rate equal to four (4%)
      percent per annum compounded annually.                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The Company will have the option and right at any time
      until the Note is fully paid to convert any amount outstanding, including
      accrued interest into common shares at the average closing price of the
      three days prior to conversion.                                                                                                                                                                                                                                                                                                               
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       | The promissory note has been recorded at its fair value
      on issuance in the amount of $1,394,969 by determining its present value
      at inception using a risk-adjusted discount rate of 17.3%. The resulting
      discount from its face value in the amount of $605,031 will be accreted to
      income over the term of the note. The Companys charges for interest, fees
      and accretion totalling $81,119 for the three months ended March 31,
      2011includes an expense of $41,934 in respect of accretion of this debt
      discount (Note 6).

---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 3

|Note 5 | Fair Value Measurements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|       | ASC 820 defines fair value, establishes a framework for
      measuring fair value under generally accepted accounting principles and
      enhances disclosures about fair value measurements. Fair value is defined
      under ASC 820 as the exchange price that would be received for an asset or
      paid to transfer a liability (an exit price) in the principal or most
      advantageous market for the asset or liability in an orderly transaction
      between market participants on the measurement date. Valuation techniques
      used to measure fair value under ASC 820 must maximize the use of
      observable inputs and minimize the use of unobservable inputs. The
      standard describes a fair value hierarchy based on three levels of inputs,
      of which the first two are considered observable and the last
      unobservable, that may be used to measure fair value which are the
      following:

| | Level 1 - | quoted prices (unadjusted) in active markets for
      identical assets or liabilities;                                                                                                                                                                                                                                                   
| | --------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |           |                                                                                                                                                                                                                                                                                                                                           
| | Level 2 - | observable inputs other than Level 1, quoted prices for
      similar assets or liabilities in active markets, quoted prices for
      identical or similar assets and liabilities in markets that are not
      active, and model-derived prices whose inputs are observable or whose
      significant value drivers are observable; and
| |           |                                                                                                                                                                                                                                                                                                                                           
| | Level 3 - | assets and liabilities whose significant value drivers
      are unobservable by little or no market activity and that are significant
      to the fair value of the assets or liabilities.                                                                                                                                              

As at March 31, 2011, the Company has
determined that it does not hold any Level 1 assets and its shareholdings in
Molecular Vision, which are measured on a non-recurring basis, represent Level 2
assets.

The fair value changes of the
Companys Level 2 assets are summarized as follows:

| |                                                 |   | Beginning Value |  |   |          |  |   |            |   |   | Ending Fair      | 
| | ----------------------------------------------- | - | --------------- |  | - | -------- |  | - | ---------- | - | - | ---------------- | 
| |                                                 |   | of              |  |   | Shares   |  |   | Impairment |   |   | Value of Level 2 | 
| |                                                 |   | Level 2 Assets  |  |   | Acquired |  |   | Charge     |   |   | Assets           | 
| | For the 3 months ended March
      31, 2011     | $ | 1               |  | $ | -        |  | $ | -          |   | $ | 1                | 
| |                                                 |   |                 |  |   |          |  |   |            |   |   |                  | 
| | For the 12 months ended
      December 31, 2010 | $ | 827,401         |  | $ | -        |  | $ | (827,400   | ) | $ | 1                | 

---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 4

|Note 5 | Fair Value Measurements 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | The Companys embedded conversion features in each of the
      $394,136 and $150,000 convertible promissory notes (Note 6) contain
      clauses that call for the repayment of the note at a foreign exchange rate
      of not less than $1US = $CDN1.27. In accordance with ASC 815-40-15, a
      conversion option embedded in a convertible debt instrument that is
      denominated in a currency other than the issuers functional currency
      fails the fixed-for fixed criteria of that guidance thus requiring
      bifurcation as a derivative liability. The resulting derivatives are
      required to be measured at their fair value each reporting period and they
      constitute Level 3 liabilities given that they have no active market and
      are measured based on information that is unobservable. Given the decline
      in the cumulative fair value of the Companys shares and warrants to below
      the conversion prices inherent in these notes, the Level 3 liabilities
      have a fair value of $Nil at March 31, 2011 (December 31, 2010: $Nil).
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|       | A summary of the Companys Level 3 liabilities for the period ended
      March 31, 2011 and year ended December 31, 2010 is as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |                                           |   |                     |  |   | Derivative Liabilities |  |   |                     |  |   |                  | 
| | ----------------------------------------- | - | ------------------- |  | - | ---------------------- |  | - | ------------------- |  | - | ---------------- | 
| |                                           |   | Beginning Value     |  |   | bifurcated from        |  |   | Change in fair      |  |   | Ending Fair      | 
| |                                           |   | of                  |  |   | convertible            |  |   | value of derivative |  |   | Value of Level 3 | 
| |                                           |   | Level 3 Liabilities |  |   | promissory notes       |  |   | liabilities         |  |   | Liabilities      | 
| |                                           |   |                     |  |   |                        |  |   |                     |  |   |                  | 
| | For the 3 months ended March 31, 2011     | $ | -                   |  | $ | -                      |  | $ | -                   |  | $ | -                | 
| |                                           |   |                     |  |   |                        |  |   |                     |  |   |                  | 
| | For the 12 months ended December 31, 2010 | $ | -                   |  | $ | -                      |  | $ | -                   |  | $ | -                | 

The Company determined for the fair
value of the component of derivative liability represented by the warrants
issuable on conversion of the promissory notes by using the Black Scholes model
with the following assumptions:

Three months ended
    Twelve months endedMarch 31, 2011
    December 31, 2010.Expected life
    2 years
    2 yearsExpected Volatility
    318.03%
    193.13%Risk free interest rate
    0.80%
    0.62%Dividend Yield
    0%
  0%


---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 5

|Note 6 | Promissory Notes Payable
|------ | ------------------------

| |                                      |   | March 31, |   |   | December 31, |  
| | ------------------------------------ | - | --------- | - | - | ------------ | -
| |                                      |   | 2011      |   |   | 2010         |  
| |                                      |   |           |   |   |              |  
| | $394,136 convertible promissory note |   |           |   |   |              |  
| |                                      |   |           |   |   |              |  
| | - principal                          | $ | 394,136   |   | $ | 394,136      |  
| | -      foreign exchange adjustment   |   | 120,577   |   |   | 106,316      |  
| |                                      |   |           |   |   |              |  
| |                                      |   | 514,713   |   |   | 500,452      |  
| | $150,000 convertible promissory note |   |           |   |   |              |  
| | -      principal                     |   | 150,000   |   |   | 150,000      |  
| | -      loan origination fee          |   | 16,245    |   |   | 16,245       |  
| | -      foreign exchange adjustment   |   | 29,644    |   |   | 24,216       |  
| |                                      |   |           |   |   |              |  
| |                                      |   | 195,889   |   |   | 190,461      |  
| | $2,000,000 promissory note           |   |           |   |   |              |  
| | -      principal                     |   | 2,000,000 |   |   | 2,000,000    |  
| | -      debt discount                 |   | (605,031  | ) |   | (605,031     | )
| | -      accretion                     |   | 41,934    |   |   | -            |  
| |                                      |   |           |   |   |              |  
| |                                      |   | 1,436,903 |   |   | 1,394,969    |  
| | $53,000 convertible promissory note  |   |           |   |   |              |  
| | -    
       principal               |   | 53,000    |   |   | -            |  
| |                                      |   |           |   |   |              |  
| |                                      |   | 2,200,505 |   |   | 2,085,882    |  
| | Less: current portion                |   | (763,602  | ) |   | (690,913     | )
| |                                      |   |           |   |   |              |  
| |                                      | $ | 1,436,903 |   | $ | 1,394,969    |  

$394,136 Convertible Promissory
Note

During the year ended December 31,
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. The note is convertible into units of the Company
at a price 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. Upon the issuance of the note, the Company recorded a
beneficial conversion feature totalling $292,124 which was accreted to income in
its entirety and included in interest, fees and accretion on notes payable in
the financial statements during the year ended December 31, 2008.

Effective March 1, 2009, the Company
and the lender agreed to modify the terms of the note by increasing the interest
rate to 10% per annum and by changing the terms of repayment such that the
Company is to repay the note in Canadian dollars at a foreign exchange rate of
not less than $1US = $1.27 Canadian. As a result of the Company having to repay
the note in a currency other than its functional currency, in accordance with
ASC 830-35-1 Transaction Gains and Losses, changes in the exchange rate
between the US and Canadian dollar will affect the expected amount of the
payment upon the settlement of the note requiring the Company to record the
change in rate as a transaction gain or loss in the Statement of Operations. For
the three months ended March 31, 2011, the Company recorded a foreign exchange
loss of $14,261 (2010: $23,642) on the note resulting in a balance payable as at
March 31, 2011 of $514,713 (December 31, 2010: $500,452).

During the three months ended March
31, 2011, the Company accrued interest of $11,887 (2010: $10,761) on this note.

---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 6

|Note 6 | Convertible Promissory Notes
      Payable  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | $150,000 Promissory Note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | On July 15, 2009, the Company was loaned an additional
      $150,000 by the same director of the Company by issuance of a convertible
      promissory note, payable on demand, with interest accruing on the balance
      of the principal outstanding at 10% per annum compounded monthly and
      payable monthly. The note contained a similar repayment feature wherein
      the Company agreed to repay the note in Canadian dollars at a foreign
      exchange rate of not less than $1US = $1.27 Canadian. When the funds were
      advanced to the Company, the exchange rate was $1US = $1.1459 Canadian
      resulting in the loan being recorded at a value of $166,245 at its
      inception with $16,245 recorded as a loan origination fee. The note is
      convertible into units of the Company at a price 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.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | For the three months ended March 31, 2011, the Company
      recorded a foreign exchange loss of $5,428 (2010: $8,929) on the note
      resulting in a balance payable as at March 31, 2011 of $195,889 (December
      31, 2010: $190,461).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | During the three months ended March 31, 2011, the Company
      accrued interest of $4,338 (2010: $3,927) on this note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | These notes are collateralized by an interest in all
      property of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | $2,000,000 Promissory Note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | In conjunction with its acquisition of Vardisto
      Investments Ltd. (Note 4), the Company issued a promissory note (the
      Note) due on or before December 31, 2013 for the principal sum of $US
      2,000,000, together with interest thereon at a rate equal to four (4%)
      percent per annum compounded annually. The Company will have the option
      and right at any time until the Note is fully paid to convert any amount
      outstanding, including accrued interest into common shares at the average
      closing price of the three days prior to conversion. The promissory note
      has been recorded at its fair value on issuance in the amount of
      $1,394,969 with the resulting discount from its face value of $605,031
      being accreted to income as interest expense over the term of the note
      using the effective interest method.                                                                                                                                           
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | During the three months ended March 31, 2011, the Company
      accrued interest of $19,726 and recorded accretion of $41,934 in respect
      of this note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | $53,000 Convertible Promissory Note                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | On February 14, 2011, the Company entered into a debt
      agreement in exchange for a $53,000 convertible promissory note maturing
      on November 16, 2011. The lender had initially demanded repayment of the note principal and accrued interest thereon along with a 50% penalty by asserting that the Company is in default with respect to terms of the note by failing to remain current in its reporting requirements under the Securities Act of 1934. However, the lender has postponed its demand provided the Company endeavours to become current in its filing requirements. The Company is currently negotiating terms of extension on this note. The note accrues interest at a rate of 8% per annum
      to maturity and 22% thereafter. The note is convertible at any time at the
      option of the lender at a price of 61% of the average of the lowest three
      closing prices in the ten trading days of the common shares prior to the
  conversion date.                                             
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|       | During the period ended March 31, 2011, the Company
      accrued interest of $523 on this note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 7

|Note 7 | Loans Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | On April 7, 2010, the Company was loaned €25,000 (US $33,090) by issuance of a promissory note, payable on demand, with interest accruing on the balance of the principal outstanding at 8 percent per annum compounding monthly and payable quarterly, maturing on October 1, 2010.  For the three months ended March 31, 2011, the Company recorded a foreign exchange loss of $2,115 on the note resulting in a balance payable as at March 31, 2011 of $35,245 (December 31, 2010: $33,130).  The Company is currently negotiating with the lender regarding extension of the terms of this note.
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | The Company received additional unsecured loans from two (2) other Shareholders of the Company in the amount of $8,000 that bear no specific terms of interest or repayment.                                                                                                                                                                                                                                                                                                                                                                                                                         
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|       | During the year ended December 31, 2010, the Company received additional unsecured advances from an officer of the Company totalling $18,628 without specific terms of interest or repayment.  These advances are non-interest bearing and have no specific terms for repayment.  Loans payable at March 31, 2011 includes $19,628 (December 31, 2010: $19,628) owing to an officer and director and the spouse of an officer of the Company.                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|Note 8 | 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 |  |   | to        | 
| |                                                                                |   | March 31,                  |  |   | March 31, | 
| |                                                                                |   | 2011                       |  |   | 2010      |  |   | 2011            | 
| | Accounting fees                                                                | $ | 28,437                     |  | $ | 18,965    |  | $ | 446,066         | 
| | Consulting fees                                                                |   | 34,500                     |  |   | 34,500    |  |   | 934,540         | 
| | Legal fees                                                                     |   | -                          |  |   | -         |  |   | 60,656          | 
| |                                                                                |   |                            |  |   |           |  |   |                 | 
| | Management fees                                                                |   | -                          |  |   | -         |  |   | 2,747,128       | 
| | Rent                                                                           |   | -                          |  |   | -         |  |   | 36,000          | 
| | Research and development                                                       |   | -                          |  |   | -         |  |   | 5,604,189       | 
| | Interest and accretion and fees on convertible Promissory notes
      - Note 6 |   | 16,226                     |  |   | 14,688    |  |   | 507,875         | 
| |                                                                                | $ | 79,163                     |  | $ | 68,153    |  | $ | 10,336,454      | 

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 March 31, 2011 includes $567,593 (December 31, 2010: $393,917)
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.

---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 8

|Note 8 | Related Party Transactions 
      (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | During the 12 months ended December 31, 2010, the Board
      of Directors approved the grant of 500,000 options to a consultant of the
      company for services rendered. The options vest on a graded vesting
      schedule whereby 25% of the options will vest 3 months after the grant
      date and every 3 months thereafter until fully vested. They have an
      exercise price of $0.50 per share and are exercisable for a period of 8
      years from the date of issue. As at March 31, 2011, 375,000 options are
      exercisable. 125,000 options vested during the quarter ended March 31,
      2011 for which the Company recorded stock-based compensation totalling
      $3,636 (Note 10).
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|Note 9 | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | On April 15, 2010, the Company issued 25,000 units at
      $0.40 per unit for total proceeds of $10,000. Each unit consists of one
      share and one common share purchase warrant exercisable at $0.75 for a
      period of two (2) years. No commission was payable on this placement. All
      proceeds from the above private placements were allocated to share capital
      with no amounts allocated to the attached warrants based on the residual
      method.                                                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | On May 14, 2010, the Company issued 175,000 units at
      $0.20 per unit for total proceeds of $35,000. Each unit consists of one
      share of common stock and one common share purchase warrant exercisable at
      $0.50 for a period of two (2) years. All proceeds from the above private
      placements were allocated to share capital with no amounts allocated to
      the attached warrants based on the residual method.                                                                                                                                                                                                                                                                            
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | On August 9, 2010, the Company issued 985,000 shares at
      $0.10 per share and granted 1,200,000 options to directors and consultants
      of the company for services rendered. The options vest on a schedule
      whereby 25% of the options will vest 3 months after the grant date and
      every 3 months thereafter until fully vested. They have an exercise price
      of $0.50 per share and are exercisable for a period of 8 years from the
      date of issue.                                                                                                                                                                                                                                   
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | On August 9, 2010, the Company issued 100,000 units at
      $0.10 per unit for total proceeds of $10,000. Each unit consists of one
      share of common stock and one common share purchase warrant exercisable at
      $0.50 for a period of two (2) years. The Company paid a commission of
      10,000 shares.                                                                                                                                                                                                                                                                                                                                                                                                
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | On August 9, 2010, the Company issued 100,000 units at
      $0.10 per unit for total proceeds of $10,000. Each unit consists of one
      share of common stock and one common share purchase warrant exercisable at
      $0.50 for a period of two (2) years. The Company paid a commission of
      $1,000.                                                                                                                                                                                                                                                                                                                                                                                                       
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | On August 24, 2010, the Company issued 100,000 units at
      $0.10 per unit for total proceeds of $10,000. Each unit consists of one
      share of common stock and one common share purchase warrant exercisable at
      $0.50 for a period of two (2) years. The Company paid a commission of
      $1,000 on this placement. All proceeds from the above private placements
      were allocated to share capital with no amounts allocated to the attached
      warrants based on the residual method.                                                                                                                                                                                                        
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | On September 22, 2010, the Company issued 102,000 units
      at $0.10 per unit for total proceeds of $10,200. Each unit consists of one
      share of common stock and one common share purchase warrant exercisable at
      $0.50 for a period of two (2) years. The Company paid a commission of
      $1,000 on this placement. All proceeds from the above private placements
      were allocated to share capital with no amounts allocated to the attached
      warrants based on the residual method.                                                                                                                                                                                                     
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|       | On October 13, 2010, the Company issued 12,500 shares at
      $0.40 per unit and 10,000 units at $0.10 per unit for commission owing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 9

|Note 9  | Common Stock  (contd)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | On October 13, 2010, the Company issued 10,000 common
      shares at a quoted market price of $0.10 for a total of $1,000 for
      consulting services rendered to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | On November 3, 2010, the Company issued 146,000 units at
      $0.10 per unit for total proceeds of $14,600. Each unit consists of one
      share of common stock and one common share purchase warrant exercisable at
      $0.50 for a period of two (2) years. The Company paid a commission of
      $1,500 on this placement. All proceeds from the above private placements
      were allocated to share capital with no amounts allocated to the attached
      warrants based on the residual method.                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | On November 11, 2010, the Company issued 447,500 common
      shares to three consultants at a quoted market price of $0.07 per share
      for a total of $31,325 for their consulting services rendered to the
      Company.                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | On February 15, 2011, the Company issued 75,000 units to
      a consultant for their consulting services rendered to the Company. Each
      unit consists of one share of common stock and one common share purchase
      warrant exercisable at $0.50 for a period of two (2) years. The shares
      were valued at $0.10 based on their quoted market price for a total of
      $7,500 and the fair value of the warrants were determined to be $5,125
      using the Black-Scholes pricing model with the following assumptions:
      expected volatility  199.65%; expected life  2 years; dividend rate 
      0.00%; risk-free discount rate  0.87%
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|Note 10 | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | Share Subscription                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | During the three months ended March 31, 2011, the Company received $50,000 as a subscription for the issuance of 625,000 common shares at a price of $0.08 per share. The Company has not yet issued these shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | Share Purchase Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | A summary of changes in the Companys share purchase
      warrants for the three months ended March 31, 2011 and December 31, 2010
      outstanding is presented below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                                  |  | March 31, 2011 |   |   | December 31, 2010 | 
| | -------------------------------- |  | -------------- | - | - | ----------------- | 
| |                                  |  |                |   |   | Weighted          | 
| |                                  |  |                |   |   | Average           | 
| |                                  |  | Number of      |   |   | Exercise          | 
| |                                  |  | Warrants       |   |   | Price             | 
| |                                  |  |                |   |   |                   | 
| | Outstanding, beginning of period |  | 2,421,750      |   | $ | 0.68              | 
| | Issued                           |  | 75,000         |   | $ | 0.50              | 
| | Expired                          |  | (691,250       | ) | $ | 0.75              | 
| |                                  |  |                |   |   |                   | 
| | Outstanding, end of period       |  | 1,805,500      |   | $ | 0.64              | 

---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 10

|Note 10 | Commitments  (contd)                                                             
|------- | -----------------------------------------------------------------------------------
|        |                                                                                    
|        | Share Purchase Warrants 
      (contd)                                           
|        |                                                                                    
|        | The following table summarizes
      the warrants outstanding as at March 31, 2011:

Number Outstanding
    
    Exerciseand Exercisable
    
    Price
    
    
    Expiry Date525,000
    
    $0.75
    
    
    May 31, 2011
    *165,000
    
    $0.75
    
    
    September 30, 2011
    *187,500
    
    $0.75
    
    
    October 31, 2011
    *105,000
    
    $0.75
    
    
    February 28, 2012
    *25,000
    
    $0.75
    
    
    April 15, 2012
    *723,000
    
    $0.50
    
    
    June 15, 201275,000
    
    $0.50
    
    
    February 15, 20131,805,500


* Subsequent to March 31, 2011, these
warrants expired unexercised

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 three month period ended March 31, 2011 and the year ended
December 31, 2010 is presented below:

March 31, 2011
      December 31, 2010Weighted
      
      WeightedAverage
      
      AverageNumber of
      Exercise
      Number of
      ExerciseOptions
      Price
      Options
      PriceOutstanding, beginning of period
      2,600,000
      $0.73
      2,100,000
      $0.76Granted
      -
      -
      500,000
      $0.50Outstanding, end of period
      2,600,000
      $0.73
      2,600,000
      $0.73Exercisable, end of period
      2,475,000
      $0.82
      2,350,000
      $0.82


---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 11

|Note 10 | Commitments  (contd)                                               
|------- | ---------------------------------------------------------------------
|        |                                                                      
|        | Stock-Based Compensation Plan 
      (contd)                       
|        |                                                                      
|        | At March 31, 2011 the following stock
      options were outstanding:

Number of sharesAggregateTotal
      
      Number
      
      
      Exercise
      
      Expiry
      
      
      IntrinsicNumber
      
      Vested
      
      
      Price
      
      Date
      
      
      Value600,000 (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)
      
      200,000
      
      
      $0.50
      
      April 1, 2018
      
      $
      -500,000 (7)
      
      375,000
      
      
      $0.50
      
      June 1, 2018
      
      $
      -2,600,000
      
      2,475,000


| | (1) | As at March 31, 2011, these options had fully vested and
      no stock-based compensation was recognized in the financial statements for
  the period then ended. On March 22, 2012, these options expired unexercised.                                    
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                             
| | (2) | As at March 31, 2011, these options had fully vested and
      no stock-based compensation was recognized in the financial statements for
      the period then ended.                                                                                      
| |     |                                                                                                                                                                                                                                                             
| | (3) | As at March 31, 2011, these options had fully vested and
      no stock-based compensation was recognized in the financial statements for
      the period ended March 31, 2010.                                                                            
| |     |                                                                                                                                                                                                                                                             
| | (4) | As at March 31, 2011, these options had fully vested and
      no stock-based compensation was recognized in the financial statements for
      the period then ended.                                                                                      
| |     |                                                                                                                                                                                                                                                             
| | (5) | As at March 31, 2011, these options had fully vested and
      no stock-based compensation was recognized in the financial statements for
      the period then ended.                                                                                      
| |     |                                                                                                                                                                                                                                                             
| | (6) | As at March 31, 2011, these options had fully vested and
      no stock-based compensation was recognized in the financial statements for
      the period then ended (2010: $674).                                                                         
| |     |                                                                                                                                                                                                                                                             
| | (7) | As at March 31, 2011, 375,000 of these options were fully
      vested. During the year ended December 31, 2010, the Company recognized
      stock-based compensation of $3,636 (2010: $nil) included in consulting
      fees in the financial statements.

---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 12

|Note 10 | Commitments  (contd)                                                                                                                                                    
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                           
|        | Stock-Based Compensation Plan  (contd)                                                                                                                                  
|        |                                                                                                                                                                           
|        | A summary of changes in the Companys unvested stock
      options for the year period ended March 31, 2011 and the year ended
      December 31, 2010 is presented below:

March 31, 2011
      
      
      December 31, 2010Weighted
      
      
      Weighted
      
      
      
      
      
      Weighted
      
      
      WeightedAverage
      
      
      Average
      
      
      
      
      
      Average
      
      
      AverageNumber of
      
      
      Exercise
      
      
      Grant Date
      
      
      Number of
      
      
      Exercise
      
      
      Grant DateOptions
      
      
      Price
      
      
      Fair
        Value
      
      
      Options
      
      
      Price
      
      
      Fair
        ValueOutstanding, beginning of period
      
      250,000
      
      
      $0.50
      
      
      $0.08
      
      
      50,000
      
      
      $0.50
      
      
      $0.43Granted
      
      -
      
      
      -
      
      
      -
      
      
      500,000
      
      
      $0.50
      
      
      $0.08Cancelled
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      -Vested
      
      (125,000
      )
      
      $0.50
      
      
      $0.08
      
      
      (300,000
      )
      
      $0.50
      
      
      $0.13Outstanding, end of period
      
      125,000
      
      
      $0.50
      
      
      $0.08
      
      
      250,000
      
      
      $0.50
      
      
      $0.08


Stock-based compensation amounts,
including those related to shares issued for non-cash consideration during the
period, are classified in the Companys Statement of Operations as follows:

| |                 |   | 2011   |  |   | 2010 | 
| | --------------- | - | ------ |  | - | ---- | 
| |                 |   |        |  |   |      | 
| | Consulting fees | $ | 16,261 |  | $ | 674  | 

|        | As at March 31, 2011, there remains $2,205 of unrecognized stock-based compensation associated with options that have not vested. This compensation expense is to be recognized in the financial statements for the period ended June 30, 2011.
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                
|Note 11 | Non-cash Transaction                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                
|        | Investing and financing activities that do not have a
      direct impact on current cash flows are excluded from the statement of
      cash flows.                                                                                           
|        |                                                                                                                                                                                                                                                
|        | During the three months ended March 31, 2011, the Company
      issued 75,000 units having a fair value of $12,625 in respect of payment
      of services.                                                                                    

---

Acrongenomics, Inc. (A Development Stage Company) Notes
to the Financial Statements March 31, 2011 and 2010 (Unaudited - Stated in US Dollars) - Page 13

|Note 12 | Subsequent Events            
|------- | -----------------------------
|        |                              
|        | Subscription Agreements      
|        | Subsequent to March 31, 2011:

| | a) | On May 3, 2011, the Company received $10,000 pursuant to
      a subscription agreement for 100,000 units at $0.10 per unit. Each unit
      consists of one common share and one share purchase warrant exercisable
      into one additional common share of the Company for $0.50 for a period of
      two (2) years from the month of issue.                                                              
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | b) | On May 5, 2011, the Company received $30,000 pursuant to
      a subscription agreement for 300,000 units at $0.10 per unit. Each unit
      consists of one common share and one share purchase warrant exercisable
      into one additional common share of the Company for $0.50 for a period of
      two (2) years from the month of issue. A commission of $3,000 was paid on
      this subscription.  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | c) | On May 11, 2011, the Company received $10,000 pursuant to
      a subscription agreement for 100,000 units at $0.10 per unit. Each unit
      consists of one common share and one share purchase warrant exercisable
      into one additional common share of the Company for $0.50 for a period of
      two (2) years from the month of issue.                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | d) | On May 31, 2011, the Company received $20,000 pursuant to
      a subscription agreement for 200,000 units at $0.10 per unit. Each unit
      consists of one common share and one share purchase warrant exercisable
      into one additional common share of the Company for $0.50 for a period of
      two (2) years from the month of issue.                                                             
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | e) | On June 10, 2011, the Company received $10,000 pursuant
      to a subscription agreement for 100,000 units at $0.10 per unit. Each unit
      consists of one common share and one share purchase warrant exercisable
      into one additional common share of the Company for $0.50 for a period of
      two (2) years from the month of issue. A commission of $1,000 was paid on
      this subscription.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | f) | On June 10, 2011, the Company received $20,000 pursuant
      to a subscription agreement for 200,000 units at $0.10 per unit. Each unit
      consists of one common share and one share purchase warrant exercisable
      into one additional common share of the Company for $0.50 for a period of
      two (2) years from the month of issue. A commission of $2,000 was paid on
      this subscription.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | g) | On October 31, 2011, the Company received $20,000
      pursuant to a subscription agreement for 200,000 units at $0.10 per unit.
      Each unit consists of one common share and one share purchase warrant
      exercisable into one additional common share of the Company for $0.50 for
      a period of two (2) years from the month of issue.                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | h) | During the month of February 2012, the Company received
      $24,000 pursuant to three (3) subscription agreements for 240,000 shares
      at $0.10 per share. No warrants are attached to these
  subscriptions.                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | i) | During the month of March 2012, the Company received
      $55,026 pursuant to five (5) subscription agreements for 550,260 shares at
      $0.10 per share. No warrants are attached to these
subscriptions.                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | j) | During the month of April 2012, the Company received $83,000 pursuant to one (1) subscription agreement for 830,000 shares at $0.10 per share.  No warrants are attached to this subscription.                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                
| | k) | During the month of May 2012, the Company received $8,500 pursuant to two (2) subscription agreements for 85,000 shares at $0.10 per share.  No warrants are attached to these subscriptions.                                                                                                                                                                                                                  

Promissory
Notes          Subsequent
to March 31, 2011:

On February 1, 2012, the Company issued a promissory note in the amount of EUR 30,000 bearing interest at a rate of 8% per annum compounded monthly and maturing on July 1, 2012. This note is secured by a guarantee approved by the board of directors of the Company.

---

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, expects, plans, anticipates, believes, estimates,
predicts, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risk Factors, which may cause our or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Examples
of forward-looking statements in this quarterly report include statements
regarding, by way of example and not in limitation:

- our plans with respect to Vardisto Investments Limited, Halldale Ventures
  Limited, and Irwingom Ventures Limited;
- our belief that certain products will be classified in certain categories
  for regulator purposes; and
- our cash requirements for the next 12 months.

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 report, unless otherwise specified, all references to
common shares refer to the common shares of our capital stock.

As used in this quarterly report, the terms we, us, and
our refer to Acrongenomics, Inc. and its subsidiaries, Vardisto Investments
Limited, Halldale Ventures Limited and Irwingom Ventures Limited, unless
otherwise indicated. All references to £ means the Pound Sterling and to $
means United States dollars.

Overview

Previously, we were engaged solely in the business of the
development and commercialization of the BioLED Technology, which combines
microfluidics and polymer Light Emitting Diodes (pLED) for use in future
point-of-care diagnostic devices, under various joint development agreement with
Molecular Vision Limited (Molecular Vision). Molecular Vision owns the BioLED
technology and we had the right to develop and commercialize it in exchange for
a royalty. On August 19, 2008, we entered into a new agreement with Molecular
Vision. Upon the closing of the new agreement with Molecular Vision, our joint
development agreement was cancelled in exchange for 25% of the issued and
outstanding shares of Molecular Vision. As a result of this new arrangement, we
have been much less involved with the development of the BioLED technology than
we had been in the past and we have focused instead on acquiring an interest in
another technology through obtaining 100% of the issued and outstanding shares
of Vardisto Investments Limited (Vardisto). In July 2009, we purchased 19,426
preferred shares of Molecular Vision for $275,000 (£166.042) . These preferred
shares are convertible into Class B common shares of Molecular Vision at the
rate of one Class B common share for each preferred share held. As of March 31,
2011, we held 33,734 shares in the common stock and 19,426 shares in the
preferred stock of Molecular Vision, which is approximately 17.2% of the issued
and outstanding shares of Molecular Vision. In our December 31, 2010 audited
financial statements, we wrote-down our investment in Molecular Vision to a
nominal amount. This was mainly due to the minimal cash flow available to
continue with the development costs. On December 29, 2010, we completed the
acquisition of 100% of the total outstanding share capital of Vardisto
Investments Limited. In consideration for the total shares outstanding, we
issued a promissory note to Inter Jura CY (Services) Limited, a Cyprus company
and the previous sole direct shareholder of Vardisto Investments Limited, for
the principal sum of $2,000,000, together with interest thereon at a rate equal
to 4% per annum compounded annually, until the balance of principal and interest
outstanding is paid in full.

We have the option and right at any time prior to this note
being paid to convert any amount outstanding under this Promissory Note
(including accrued interest) into shares of our common stock. The conversion
will be deemed to occur at the average of the three prior day closing price (the
Average Price) of our common stock on the OTCBB or any other stock exchange or
trading market where our stock is listed for trading. We may deliver a notice of
such conversion (the Conversion Notice) to Inter Jura CY (Services) Limited at
any time before maturity of this note, together with a calculation of the amount
converted, the Average Price and the number of common shares to be issued (the
Payment Shares). Upon issuance and delivery of the Payment Shares to Inter
Jura CY (Services) Limited, the amount of this Promissory Note indicated in the
Conversion Notice will be deemed satisfied and fully paid.

3

---

Vardistos assets are its ownership interest in Halldale
Ventures Limited (Halldale) and Irwingom Ventures Limited (Irwingom).
Halldale and Irwingom are Cyprus private companies, in which Vardisto holds an
80% and 65% interest respectively. This majority ownership interest in the share
capital of Halldale and Irwingom gives Vardisto a majority interest in the
intellectual property and the business of Halldale and Irwingom.

As a result of the Share Exchange Agreement, (i) Vardisto
became a direct wholly-owned subsidiary of our company; (ii) Halldale Ventures
Limited became an indirect 80% subsidiary of our company and (iii) Irwingom
Ventures Limited became an indirect 65% subsidiary of our company.

Halldales assets include research materials and experimental
results from the use of a compound referred to as compound X as a
hypolipidemic agent and development of a potential cholesterol-lowering agent,
and main competitor of Statins in combination with essential oil derived from
plants to treat effectively hypercholesterolemia. Irwingoms assets include
plans for the development of a system called IKAROS-1000, as a sophisticated and
friendly to the environment fire extinguishing system, while its mechanics may
also have applications in other sectors.

Cash Requirements

We have not generated any revenues and we have used cash in our
operating activities in the amount of $50,129 for the three (3) months ended
March 31, 2011 compared to $45,672 for the three (3) months ended March 31,
2010. This negative cash flow is attributable to our net loss of $249,242 offset
by the change in accounts payable of $117,914 and non-cash items included in our
net loss totaling $79,999 We estimate our cash requirement for the next 12
months to be approximately $300,000, generally falling in four major categories:
research and development, general and administrative expenses, 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 & Development
    $
    20,000General & Administrative
    $
    80,000Investor Relations
    $
    80,000Professional fees
    $
    120,000$
    300,000


Research & Development expenses are expected to include our
contributions to the research and development of the potential
cholesterol-lowering agent by the subsidiary of Vardisto.

General & Administrative expenses are expected to include
travel, transfer agents, office rent, office supplies, banking fees, and
corporate materials.

Investor Relations expenses are expected to include the costs
of paying for investor relations representatives, press releases, advertising,
and interest expense on loans from various investors.

4

---

Professional fees are expected to include all payments to our
outsourced attorney, accountant and independent auditor.

As of March 31, 2011, we had $59,486 in cash compared to $6,615
as at December 31, 2010. We do not have enough funds to pay for our estimated
operating expenses for the next 12 months and require additional financing to
continue our business.

We anticipate that we will have to address the cash shortfall
through additional equity financings in the future. We can offer no assurance,
however, that such financings will be available on terms acceptable to our
company. If we are able to raise additional financing by issuing equity
securities, our existing stockholders ownership will be diluted.

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. 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 our best
interests. Obtaining commercial or other loans, assuming those loans would be
available, will increase our liabilities and future cash commitments.

There can be no assurance that additional financing will be
available to us when needed or, if available, that it can be obtained on
commercially reasonable terms. If we are not able to obtain the additional
financing on a timely basis, if and when it is needed, we will be forced to
delay or scale down some or all of our marketing, business development and
product development activities or perhaps even cease the operation of our
business.

Purchase of Significant Equipment

We do not intend to purchase any significant equipment.

Personnel Plan

We currently do not have any personnel. Our three (3) executive
officers share the duties.

General Administration

We anticipate spending approximately $80,000 on general and
administration costs in the next 12 months. These costs are expected to consist
primarily of travel, office, transfer agents and consulting fees.

Liquidity and Capital Resources

Working Capital (Deficit)

Our working capital (deficit) at March 31, 2011 and December
31, 2010 is summarized as follows:

March 31, 2011
    
    
    December 31, 2010Current Assets
    $
    59,486
    
    $
    6,615Current Liabilities
    
    2,069,120
    
    
    1,876,402Working Capital (deficit)
    $
    (2,009,634
    )
    $
    (1,869,787
    )


The increase in our working capital deficit of $139,847 was
primarily due to an increase of our accounts payables of $117,914, an increase
in the US$ carrying value of our convertible promissory notes payable of
$72,689, an increase of loans payable of $2,115 and an increase in our cash of
$52,871.

On February 14, 2011, subsequent to our December 31, 2010 year
end, we entered into a debt agreement with Asher Enterprises, Inc. in exchange
for $53,000 in cash financing maturing on November 16, 2011. The convertible
note accrues interest at a rate of 8% per annum to maturity and 22% thereafter.
The note is convertible at 61% of the average of the lowest three closing prices
of the common shares of the ten trading days prior to the conversion date.

On
  April 18, 2011, we received a demand letter with respect to a convertible
  promissory note dated February 14, 2011 issued to Asher Enterprises, Inc. in the
  principal amount of $53,000 bearing a per annum interest rate of 8%. The letter
  stated that the convertible promissory note provides that we would be in default
  if we fail to comply with the reporting requirements of the Securities Exchange
  Act of 1934. Based on this, the letter stated that we were in default under the convertible promissory note and demanded the
  immediate payment as provided in the convertible promissory note of $79,500
  together with default interest as provided in the convertible promissory note.
  The letter stated that Asher Enterprises, Inc. would consider waiving this
  default, provided that we immediately become current in our filing obligations.
  Asher Enterprises, Inc. agreed to postpone the demand for payment, as long as we
  provided them with regular updates on our status of our reporting requirements.

5

---

We are still in default, but working to resolve the matter.
Cash Flows

Our cash flow for the three (3) month period ended March 31,
2011 and 2010 is summarized as follows:

Three (3)
      
    
    Three (3)months
    
    
    monthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2011
    
    
    2010Net cash used in operating
      activities
    $
    (50,129
    )
    $
    (45,672
    )Net cash provided by (used in) investing
      activities
    
    -
    
    
    -Net cash provided by
      financing activities
    
    103,000
    
    
    43,049Change in cash and cash equivalents during
      the period
    $
    52,871
    
    $
    (2,623
    )


Cash Used In Operating Activities

During the three months ended March 31, 2011 we used net cash
in operating activities in the amount of $50,129 as a result of our net loss
totaling $249,242 offset by the change in accounts payable of $117,914 and
non-cash items included in our net loss totaling $79,999

Cash from Financing Activities

During the three months ended March 31, 2011, cash provided by
financing activities was $103,000 consisting of a share subscription in the
amount of $50,000 and the issuance of a promissory note in the amount of
$53,000.

Cash from Investing Activities

We did not use any cash in investing activities during the
three months ended March 31, 2011.

Results of Operations

Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues until such time as we have begun commercial
production or royalties from our investment in our subsidiaries.

Expenses

Our expenses for the three (3) months ended March 31, 2011 and
2010 were as follows:

Three months
    
    
    Three monthsEnded
    
    
    EndedMarch 31, 2011
    
    
    March 31, 2010Accounting and audit fees
    
    51,412
    
    
    48,965


6

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Three months
    
    
    Three monthsEnded
    
    
    EndedMarch 31, 2011
    
    
    March 31, 2010Amortization of patents
    
    1,200
    
    
    -Bank charges
    
    171
    
    
    302Consulting fees
    
    80,761
    
    
    65,174Legal fees
    
    8,611
    
    
    -Office and miscellaneous
    
    -
    
    
    665Rent
    
    -
    
    
    15,288Transfer agent and filing fees
    
    4,016
    
    
    -Interest, fees and accretion
      on notes payable
    
    81,119
    
    
    14,688Change in fair value on notes of derivative
    
    -
    
    
    85,163Foreign exchange gain (loss)
    
    21,952
    
    
    19,735249,242
    
    
    249,980


Expenses for the three (3) months ended March 31, 2011
decreased by a total of $738 compared to the three (3) months ended March 31,
2010. The decrease was due to a decrease in our bank service charges in the
amount of $131, a decrease in our office and miscellaneous expenses in the
amount of $665, a decrease in the rent expense of $15,288, and a decrease in the
fair value of our derivative liability in the amount of $85,163. This decrease
was in return offset by an increase in our accounting and auditing fees in the
amount of $2,447, an increase in our consulting fees of $15,587, an increase in
our legal fees of $8,611, an increase in the amount paid to our transfer agent
and filing of $4,016, an increase in our interest, fees and accretion on our
notes payable in the amount of $66,431 and an increase in foreign exchange loss
of $2,217.

Audit Fees and accounting fees

Our accounting and audit fees increased by $2,447 in the period
ended March 31, 2011 compared to the period ended March 31, 2010 due to an
decrease in audit fees of $7,025 resulting from auditors only commencing work on
the year end audit after the quarter ended March 31, 2011 and an increase in
accounting fees of $9,472 due to the company completing the accounting work on
the December 31, 2010 during the quarter ended March 31, 2011.

Office and Bank Charges

Our combined office and bank charges decreased during the
period ended March 31, 2011 by $796 compared to the period ended March 31, 2010.
This was mainly the result of us undertaking less activities.

Consulting Fees

The consulting fees we paid increased during the period ended
March 31, 2011 by $15,587compared to the period ended March 31, 2010. This was
the result of our Company requesting and paying a consultant for additional work
in 2011 in the amount of $ 12,625 and an increase in stock-based compensation in
2011 of $ 2,962.

Legal Fees

Our legal fees increased in the period ended March 31, 2011 by
$8,611 compared to the period ended March 31, 2010. This was the result of our
company requiring legal services in the amount of $5,611 during the quarter on
our investment in Molecular Vision and Vardisto investments. In addition we
incurred a $3,000 legal fee on the convertible note with Asher Enterprises.

7

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Rent Expenses

Our rental expenses decreased in the period ended March 31, 2011
  compared to the period ended March 31, 2010 by $15,288. This was the result
  of our Company not having to pay $15,000 of rent to Vardisto during the quarter
  ended March 31, 2011 due to our acquisition of Vardisto in December 2010. In
  addition the company had to pay the balance outstanding of $288 on fees for
  our registered office in London.

Transfer Agent and Filings

Our transfer agent and filings expense increased for the period
ended March 31, 2011 by $4,016 compared to the period ended March 31, 2010. This
was due to the number of forms that required to be filed with our transfer agent
regarding the convertible note with Asher Enterprises.

Interest, fees and accretion on Notes Payable

The interest we incurred on notes payable increased by $66,431
in the period ended March 31, 2011 compared to the period ended March 31, 2010.
This was the result of additional interest on unpaid accrued interest and
accretion on the debt discount associated with the Vardisto promissory note in
the amount of $41,934.

Change in fair value of the derivative liability

This amount decreased by $85,163 for the period ended March 31,
2011 because the calculation of the fair value of the embedded derivative
liability on two (2) of our convertible promissory notes was $Nil for the period
ended March 31, 2011, however, for the period ended March 31, 2010 the fair
value was calculated as $85,163.

Going Concern

We have historically incurred losses and have incurred a loss
of $249,242 for the three months ended March 31, 2011 and a loss of $249,980 for
the three months ended March 31, 2010. Because of these historical losses, we
will require additional working capital to develop our business operations. We
intend to raise additional working capital through private placements, public
offerings, bank financing and/or advances from related parties or shareholder
loans.

The continuation of our business is dependent upon obtaining
further financing and achieving a 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 private
placements, public offerings and/or bank financing necessary to support our
working capital requirements. To the extent that funds generated from operations
and any private placements, public offerings 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
cease operations.

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
stockholders.

Item 3. Quantitative and Qualitative Disclosures About
Market Risks.

Not Applicable.

8

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Item 4. Controls and Procedures.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 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 Rules 13a-15(e) of the Securities Exchange Act of 1934) as of March 31,
2011.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Securities Exchange Act of 1934 is
recorded, processed, summarized and reported, within the time periods specified
in the Securities and Exchange Commissions rules and forms. Disclosure controls
and procedures include controls and procedures designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934 is accumulated and communicated to our principal executive
officer and our principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.

Based on this evaluation, these officers concluded that as of
March 31, 2011, our disclosure controls and procedures were not effective. The
ineffectiveness of our disclosure controls and procedures were due to material
weaknesses described below.

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
March 12, 2012. More specifically, management has identified material weaknesses
in our internal control over financial reporting primarily in the following
areas:

- 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 March 31, 2011 financial statements.

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

Assuming we have sufficient funds, we intend to engage the
services of an independent consultant with sufficient expertise in complex US
GAAP matters to assist us in the preparation of our financial statements by
December 31, 2012.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial
reporting during the fiscal quarter ended March 31, 2011 that have materially
affected, or are reasonably likely to materially affect our internal control
over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

On February 14, 2011, we entered into a debt agreement with
Asher Enterprises, Inc. in exchange for $53,000 in cash financing maturing on
November 16, 2011. The convertible note accrues interest at a rate of 8% per
annum to maturity and 22% thereafter. The note is convertible at 61% of the
closing price of the common shares on the day prior to the conversion date.

On April 18, 2011, we received a demand letter with respect to
a convertible promissory note dated February 14, 2011 issued to Asher
Enterprises, Inc. in the principal amount of $53,000 bearing a per annum
interest rate of 8%. The letter stated that the convertible promissory note
provides that we would be in default if we fail to comply with the reporting
requirements of the Securities Exchange Act of 1934. Based on this, the letter
stated that we were in default under the convertible promissory note and
demanded the immediate payment as provided in the convertible promissory note of
$79,500 together with default interest as provided in the convertible promissory
note. The letter stated that Asher Enterprises, Inc. would consider waiving this
default, provided that we immediately become current in our filing obligations.
Asher Enterprises, Inc. agreed to postpone the demand for payment, as long as we
provided them the periodic status of our reporting
requirements. We remain in contact with legal counsel for Asher Enterprises,
Inc. Acrongenomics is in the process of raising funds to pay the total note to
Asher Enterprises, including all interest and penalties owed to the company.

9

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Item 1A. Risk Factors.

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

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

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

Our company has a limited operating history in our current
business and is 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 we successfully develop a compound
referred to as compound X as a hypolipidemic agent and a potential
cholesterol-lowering agent or develop a system called IKAROS-1000 as a
sophisticated and friendly to the environment fire extinguishing system. 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.

Our independent auditors have expressed substantial doubt
about our ability to continue as a going concern, which may hinder our ability
to obtain future financing.

Since our inception, we have accumulated a deficit of
$30,776,107 as at March 31, 2011 (December 31, 2010 - $30,528,065) and incurred
a net loss during the three month period ended March 31, 2011 of $249,242 (March
31, 2010 - $249,980). These circumstances raise substantial doubt about our
ability to continue as a going concern, as described in the explanatory
paragraph to our independent auditors report on our consolidated financial
statements for the year ended December 31, 2010, which are included in our
annual report on Form 10-K filed with the SEC on March 12, 2012. Although our
consolidated financial statements raise substantial doubt about our ability to
continue as a going concern, they do not include any adjustments relating to
recoverability and classification of recorded assets, or the amounts or
classifications of liabilities that might be necessary in the event our company
cannot continue in existence.

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 develop our business is dependent upon our
ability to raise significant additional financing when needed. Our future
capital requirements will depend upon many factors, including:

- investments in Vardisto;
- investments in other technologies or technology companies.

10

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We have limited financial resources and to date, very limited
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.

Risks Related to our Business

Substantial Research on our projects is still needed without
any results guaranteed

Our projects involve substantial research with unpredictable
results. There is a high risk that such further research produces results that
make our projects unrealistic or too difficult to complete and that may impair
our ability to conduct business operations as currently planned.

Loss of the inventors could impair our ability to further
develop the projects.

We expect Dr. Margarita Hantzopoulou-Cladaras, the inventor for
the compound X, and Mr. Emmanuel Aslanis, the inventor for the IKAROS-1000
system, to continue working on their respective projects. If we lose Dr.
Hantzopoulou-Cladaras and/or Mr. Emmanuel Aslanis, our business could suffer.
Our success is highly dependent on our ability to attract and retain qualified
personnel. If we were to lose our inventors, we may experience difficulties in
competing effectively, developing our technology and implementing our business
strategies. We do not have key man life insurance in place for any of our key
personnel.

Our ability to hire and retain qualified personnel will be
an important factor in the success of our business and a failure to hire and
retain key personnel may result in our inability to manage and implement our
business plan. Our ability to hire and retain qualified personnel will be an
important factor in the success of our business. In addition, in order to manage
growth effectively, we must implement management systems and continue to recruit
and train new employees. We may not be able to attract and retain the necessary
qualified personnel. If we are unable to retain or to hire qualified personnel
as required, we may not be able to adequately manage and implement our business
plan.

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

Our disclosure controls and procedures and internal control
over financial reporting were proven not effective, which may cause our
financial reporting to be unreliable and lead to misinformation being
disseminated to the public.

Our management evaluated our disclosure controls and procedures
as of March 31, 2011 and concluded that as of that date, our disclosure controls
and procedures were not effective. The ineffectiveness of our disclosure
controls and procedures was due to a lack of knowledge regarding U.S. generally
accepted accounting principles and the rules of the Securities and Exchange
Commission by responsible people within our company.

We have not yet remediated these disclosure weaknesses and we
believe that our disclosure controls and procedures continue to be ineffective.
Until these issues are corrected, our ability to report quarterly and annual
financial results or other information required to be disclosed on a timely and
accurate basis may be adversely affected and our financial reporting may
continue to be unreliable, which could result in additional misinformation being
disseminated to the public. Investors relying upon this misinformation may make
an uninformed investment decision.

11

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Risks Related to our Common Shares

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.

A decline in the price of our common stock could affect our
ability to raise further working capital and adversely impact our ability to
continue operations.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because a portion of our continued operations will
be financed through the sale of equity securities, a decline in the price of our
common stock could be especially detrimental to our liquidity and our
operations. Such reductions may force us to reallocate funds from other planned
uses and may have a significant negative effect on our business plan and
operations, including our ability to develop new products and continue our
current operations. If our stock price declines, we can offer no assurance that
we will be able to raise additional capital or generate funds from operations
sufficient to meet our obligations. If we are unable to raise sufficient capital
in the future, we may not be able to have the resources to continue our normal
operations.

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

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 shareholders. Further, such issuance may result in a change
of control of our corporation.

Trading of our stock may be restricted by the Securities
Exchange Commissions penny stock regulations, which may limit a stockholders
ability to buy and sell our stock.

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

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.

12

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Our common stock is illiquid and the price of our common
stock may be negatively impacted by factors which are unrelated to our
operations.

Our common stock currently trades on a limited basis on the OTC
Pink. Trading of our stock through the OTC Pink is frequently thin and highly
volatile. There is no assurance that a sufficient market will develop in our
stock, in which case it could be difficult for shareholders to sell their stock.
The market price of our common stock could fluctuate substantially due to a
variety of factors, including market perception of our ability to achieve our
planned growth, quarterly operating results of our competitors, trading volume
in our common stock, changes in general conditions in the economy and the
financial markets or other developments affecting our competitors or us. In
addition, the stock market is subject to extreme price and volume fluctuations.
This volatility has had a significant effect on the market price of securities
issued by many companies for reasons unrelated to their operating performance
and could have the same effect on our common stock.

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

During the month of February 2012, we received $15,000 pursuant
to the sale of 150,000 shares at $0.10 per share from one non-U.S. person (as
the term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S. During the same month, we received
$9,000 pursuant from the sale of 90,000 shares at $0.10 from two (2) U.S.
persons relying on Section 4(2) and/or Rule 506 of the Securities Act of 1933.
None of the above shares have been issued yet. No warrants are attached to these
above shares.

On February 15, 2011, we issued 75,000 units having a fair
value of $12,625 to a consultant for consulting services rendered. Each unit
consists of one share of common stock and one common share purchase warrant
exercisable at $0.50 per share for a period of two years. We issued these units
to an offshore subscriber pursuant to Regulation S of the Securities Act of
1933.

During the month of March 2012, we received $45,026 pursuant to
the sale of 450,260 shares at $0.10 per share from four (4) non-U.S. persons (as
the term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S. During the same month, we received
$10,000 pursuant from the sale of 100,000 shares at $0.10 from one (1) U.S.
person relying on Section 4(2) and/or Rule 506 of the Securities Act of 1933.
None of the above shares have been issued yet and no warrants are attached.

During the month of April 2012, we received $83,000 pursuant to
the sale of 830,000 shares at $0.10 per share from four (4) non-U.S. persons (as
the term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S. None of the above shares have been
issued yet and no warrants are attached to these shares.

During the month of May 2012, we received $8,500 pursuant to
the sale of 85,000 shares at $0.10 per share from two (2) non-U.S. persons (as
the term is defined in Regulation S of the Securities Act of 1933) in an
offshore transaction relying on Regulation S. None of the above shares have been
issued yet and no warrants are attached to these shares.

Item 3. Defaults Upon Senior Securities.

Please see Item 1. Legal Proceedings of Part II  Other
Information of this quarterly report on Form 10-Q.

Item 4. Mine Safety Disclosures.

Not applicable.

13

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Item 5. Other Information.

On February 1, 2012, we issued a promissory note in the amount of EUR 30,000 bearing interest at a rate of 8% per annum compounded monthly and maturing on July 1, 2012. This note is secured by a guarantee approved by our board of directors.

On March 25, 2011, we signed a convertible promissory note with
Jacques Nauer in the amount $50,000. The note is to be settled with shares of
our company at $0.08 per share.

Item 6. Exhibits.

Exhibit No.
    Document Name(3)
    Articles of Incorporation and Bylaws3.1
    Articles of Incorporation (incorporated by reference to
      an exhibit 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 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 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 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 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 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 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 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 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
      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
      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 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 an exhibit to
      our quarterly report on Form 10-Q filed on May 15, 2009)10.12
    Promissory note dated July 15, 2009 issued to Ron and
      Johanne Lizée by our company (incorporated by reference to an exhibit to
      our quarterly report on Form 10-Q filed on August 14, 2009)10.13
    Employment Agreement dated April 1, 2007 between our
      company and Platon Tzouvalis (incorporated by reference to an exhibit to
      our annual report on Form 10-K filed on April 15, 2010)10.14
    Employment Agreement dated April 1, 2007 between our
      company and Manos Topoglidis (incorporated by reference to an exhibit to
      our annual report on Form 10-K filed on April 15, 2010)


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10.15
      Management and Operational
          Services Agreement dated October 1, 2008 between our company and Vardisto
          Investments Limited (incorporated by reference to an exhibit to our
          annual report on Form 10- K filed on April 15, 2010)10.16
      Consulting Agreement dated
          April 1, 2008 with Constantine Poulios (incorporated by reference to
          an exhibit to our annual report on Form 10- K filed on March 12, 2012)10.17
      Share Exchange Agreement dated
          January 31, 2009 with Vardisto Investments Limited and its shareholder
          (incorporated by reference to an exhibit to our annual report on Form
          10- K filed on March 12, 2012)10.18
      Amendment Agreement dated
          December 29, 2010 to the Share Exchange Agreement dated January 31,
          2009 with Vardisto Investments Limited and its shareholder (incorporated
          by reference to an exhibit to our annual report on Form 10- K filed
          on March 12, 2012)10.19
      Promissory note dated December
          29, 2010 issued to Inter Jura Cy (Services) Ltd. (incorporated by reference
          to an exhibit to our annual report on Form 10- K filed on March 12,
          2012)10.20
      Convertible Promissory Note
          dated February 14, 2011 issued to Asher Enterprises, Inc. (incorporated
          by reference to an exhibit to our annual report on Form 10- K filed
          on March 12, 2012)10.21*
      Promissory
          note dated February 1, 2012 issued to Vasilios Galazios(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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SIGNATURES

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

ACRONGENOMICS INC.

|By: | /s/ Platon Tzouvalis                       | 
|--- | ------------------------------------------ | 
|    | Platon Tzouvalis                           | 
|    | President and Director                     | 
|    | (Principal Executive Officer)              | 
|    |                                            | 
|    | Date: June 4, 2012                         | 
|    |                                            | 
|    |                                            | 
|By: | /s/ Ron Lizée                              | 
|    | Ron Lizée                                  | 
|    | Chief Financial Officer and Director       | 
|    | (Principal Financial Officer and Principal | 
|    | Accounting Officer)                        | 
|    |                                            | 
|    | Date: June 4, 2012                         | 

16

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