Acrongenomics (AGNM) 10-Q/A 2008 Q2 Quarterly report (amended)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q /A

(Mark One)

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

For the quarterly period ended:June 30, 2008

or

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

For the transition period from _____________to: _______________

Commission File Number:000-49833

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

Nevada	52-2219285
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

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

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

14 Rue Kleberg, CH-1201 Geneva, Switzerland
(Former name, former address and former fiscal year, if changed since last report)

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:21,496,481 common shares issued and outstanding as of August 12, 2008.

Explanatory Note

We are filing this amendment on Form 10-Q/A to our quarterly report on Form 10-Q for the period ending June 30, 2008, originally filed August 18, 2008, for the purpose of:

• updating Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations;
  
  
• updating Item 4. Controls and Procedures to comply with Rules 13A-15 and 15d of the Exchange Act.

1

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

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

- 2 -

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM FINANCIAL STATEMENTS

June 30, 2008

(Stated in US Dollars)

(Unaudited)

- 3 -

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM BALANCE SHEETS

June 30, 2008 and December 31, 2007

(Stated in US Dollars)

(Unaudited)

		June 30,			December 31,
ASSETS		2008			2007
Current
Cash	$	56,553		$	343,695
Prepaid expenses and deposit – Note 9		100,053			22,280
		156,606			365,975
Long-term investment – Note 3 and 8		1,097,639			-
	$	1,254,245		$	365,975
LIABILITIES
Current
Accounts payable and accrued liabilities– Note 5	$	589,710		$	1,613,170
Notes payable – Note 4		614,769
Loans payable – Note 6		1,000			1,000
		1,205,479			1,614,170
STOCKHOLDERS’ DEFICIENCY
Common stock, $0.001 par value – Notes 4, 7, 8, 9 and 10
100,000,000 shares authorized
21,206,481 shares issued (2007: 17,866,471)		21,206			17,866
Additional paid-in capital		18,093,870			14,508,056
Share subscriptions receivable – Note 7		-			(3,300	)
Shares subscribed – Note 7		50,000			-
Deficit accumulated during the development stage		(18,116,310	)		(15,770,817	)
		48,766			(1,248,195	)
	$	1,254,245		$	365,975

SEE ACCOMPANYING NOTES

- 4 -

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the three and six months ended June 30, 2008 and June 30, 2007 and

for the period August 17, 1999 (Date of Inception) to June 30, 2008

(Stated in US Dollars)

(Unaudited)

														August 17,
														1999 (Date of
		Three Months Ended						Six Months Ended						Inception) to
		June 30,						June 30,						June 30,
		2008			2007			2008			2007			2008
														(Cumulative)
Expenses
Accounting and audit fees – Note 5	$	19,426		$	19,898		$	85,995		$	57,703		$	469,348
Amortization of patents		-			-			-			-			741,430
Appraisals		-			-			-			-			14,500
Bank charges		630			1,047			2,418			1,450			15,100
Consulting fees – Notes 5, 7 and 9		347,470			49,500			485,910			96,900			2,327,814
Interest on notes payable – Notes 4 and 5		170,697			-			170,697			-			170,697
Legal fees – Note 5		6,123			7,480			35,209			16,811			291,204
Management fees – Notes 5, 7 and 9		367,148			121,677			821,658			176,001			3,530,836
Office and miscellaneous		2,075			3,358			3,964			8,139			102,689
Rent – Note 5		15,279			-			27,883			-			76,648
Research and development – Note 5		-			598,645			648,407			598,645			9,202,266
Transfer agent and filing fees		1,775			2,078			3,358			2,078			29,688
Travel		11,648			2,485			62,446			6,583			393,515
Write down of patents		-			-			-			-			8,004,447
Operating loss		(942,271	)		(806,168	)		(2,353,047	)		(964,310	)		(25,949,678	)
Interest income		-			136			180			142			23,118
Foreign exchange gain		4,734			1,067			7,374			1,061			12,248
Loss from continuing operations		(937,537	)		(804,965	)		(2,345,493	)		(963,107	)		(25,914,312	)
Loss from discontinued operations		-			-			-			-			(41,998	)
Net loss	$	(937,537	)	$	(804,965	)	$	(2,345,493	)	$	(963,107	)	$	(25,956,310	)
Basic and diluted loss per share – continuing
operations	$	(0.05	)	$	(0.00	)	$	(0.12	)	$	(0.07	)
Weighted average shares outstanding		20,765,272			15,230,513			20,042,028			14,768,687

SEE ACCOMPANYING NOTES

- 5 -

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the six months ended June 30 2008 and 2007 and

for the period August 17, 1999 (Date of Inception) to June 30,2008

(Stated in US Dollars)

(Unaudited)

								August 17,
								1999 (Date of
		Six Months Ended						Inception) to
		June 30,						June 30,
		2008			2007			2008
								(Cumulative)
Cash Flows used in Operating Activities
Loss from continuing operations	$	(2,345,493	)	$	(963,107	)	$	(25,914,312	)
Items not affecting cash:
Amortization		-			-			741,430
Shares issued to settle accounts payable		-			-			626,000
Shares issued as signing bonus		908,500			-			1,553,500
Shares issued for services		493,375			-			493,375
Stock-based compensation		365,743			116,001			1,792,668
Interest on notes payable		170,697			-			170,697
Write-down of patents		-			-			8,004,447
Changes in non-cash working capital items:
Prepaid expenses and deposit		5,352			(459,425	)		(16,928	)
Accounts payable and accrued liabilities		(534,121	)		97,052			1,079,049
Net cash used in operating activities		(935,947	)		(1,209,479	)		(11,470,074	)
Cash Flows used in Investing Activity
Long-term investment		(1,097,639	)		-			(1,097,639	)
Patents		-			-			(121,877	)
Net cash used in investing activities		(1,097,639	)		-			(1,219,516	)
Cash Flows provided by Financing Activities
Common stock issued for cash		999,009			1,223,103			11,669,399
Stock purchase warrants		-			-			370,307
Increase in loan payable		-			-			1,000
Issuance of notes payable		694,136			-			694,136
Shares subscriptions		53,300			-			53,300
Advances from/to discontinued operations of disposed subsidiary		-			-			(41,998	)
Net cash provided by financing activities		1,746,444			1,223,103			12,746,143
Increase (decrease) in cash during the period		(287,142	)		13,624			56,553
Cash, beginning of period		343,695			4,552			-
Cash, end of period	$	56,553		$	18,176		$	56,553
Non-cash Transactions – Note 9

SEE ACCOMPANYING NOTES

 - 7 -

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIENCY)

For the period August 17, 1999 (Date of Inception) to June 30, 2008

(Stated in US Dollars)

(Unaudited)

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

…/cont’d

SEE ACCOMPANYING NOTES

 - 8 -

                                                                                                                                                                                                         Continued

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIENCY)

For the period August 17, 1999 (Date of Inception) to June 30, 2008

(Stated in US Dollars)

(Unaudited)

										Deficit
		Common Stock								Accumulated
						Additional				During the
						Paid-in		Stock		Development		Contributed
		Number		Par Value		Capital		Subscriptions		Stage		Total
Balance, December 31, 2004		15,565,550		15,565		10,314,734		426,329		(1,920,267	)	8,836,361
Capital stock issued for cash	- at $2.30	72,500		73		166,677		-		-		166,750
	- at $2.40	108,168		108		259,495		-		-		259,603
	- at $3.50	551,443		551		1,929,499		-		-		1,930,050
	- at $4.00	915,125		915		3,659,585		(386,329	)	-		3,274,171
Capital stock issued for
commission	- at $4.00	81,337		82		325,266		-		-		325,348
Less: commission		-		-		(325,348	)	-		-		(325,348	)
commission		-		-		(24,900	)	-		-		(24,900	)
Capital stock issued for cash
pursuant to exercise of warrants	- at $1.00	420,000		420		419,580		-		-		420,000
Stock-based compensation		-		-		364,000		-		-		364,000
Capital stock issued for
consulting services	- at $4.68	100,000		100		467,900		-		-		468,000
Net loss from continuing
operations		-		-		-		-		(14,152,210	)	(14,152,210	)
Capital contribution from
subsidiary on disposition		-		-		(6,000	)	-		-		(6,000	)
Net loss from discontinued
operations		-		-		-		-		(1,935	)	(1,935	)
Balance, December 31, 2005		17,814,123		17,814		17,550,488		40,000		(16,074,412	)	1,533,890
Cancellation of shares		(4,000,000	)	(4,000	)	(7,836,000	)	-		7,840,000		-
Stock-based compensation		-		-		529,673		-		-		529,673
Capital stock issued for cash	- at $0.75	317,334		317		237,683		-		-		238,000
Less: share issue costs		-		-		(6,300	)	-		-		(6,300	)
Net loss for the year		-		-		-		-		(2,480,288	)	(2,480,288	)
Balance, December 31, 2006		14,131,457		14,131		10,475,544		40,000		(10,714,700	)	(185,025	)
Capital stock issued for cash:	- at $0.50	220,000		220		109,780		(40,000	)	-		70,000
	- at $0.80	250,000		250		199,750		-		-		200,000
	- at $1.10	2,230,924		2,231		2,451,785		(3,300	)	-		2,450,716
Capital stock issued for
commission:	- at $0.50	22,000		22		10,978		-		-		11,000
	- at $0.75	20,000		20		14,980		-		-		15,000
	- at $1.10	84,090		84		92,415		-		-		92,499
Less: commission – cash		-		-		(64,021	)	-		-		(64,021	)
commission – stock		-		-		(118,499	)	-				(118,499	)
Stock as bonus	- at $0.86	750,000		750		644,250		-		-		645,000
Stock issued to settle accounts
payable	- at $1.00	158,000		158		157,842						158,000
Stock-based compensation		-		-		533,252		-		-		533,252
Net loss for the year		-		-		-		-		(5,056,117	)	(5,056,117	)
Balance, December 31, 2007		17,866,471		17,866		14,508,056		(3,300	)	(15,770,817	)	(1,248,195	)

…/cont’d

SEE ACCOMPANYING NOTES

 - 9 -

                                                                                                                                                                                                         Continued

ACRONGENOMICS, INC.

(A Development Stage Company)

INTERIM STATEMENTS OF STOCKHOLDER’S EQUITY (DEFICIENCY)

For the period August 17, 1999 (Date of Inception) to June 30, 2008

(Stated in US Dollars)

(Unaudited)

												Deficit
		Common Stock										Accumulated
						Additional						During the
						Paid-in			Stock			Development			Contributed
		Number		Par Value		Capital			Subscriptions			Stage			Total
Balance, December 31, 2007		17,866,471		17,866		14,508,056			(3,300	)		(15,770,817	)		(1,248,195	)
Stock subscription received									3,300						3,300
Capital stock issued for cash:
	- at $0.80	1,250,010		1,250		998,758			-			-			1,000,008
	- at $1.10	90,000		90		98,910			-			-			99,000
Capital stock issued for
services:	- at $0.95	300,000		300		284,700			-			-			285,000
	- at $0.79	1,150,000		1,150		907,350			-			-			908,500
	- at $0.53	550,000		550		290,950			-			-			291,500
Less: commission – cash		-		-		(100,000	)		-			-			(100,000	)
Stock-based compensation		-		-		365,743			-			-			365,743
Convertible notes – Note 4		-		-		247,654			-			-			247,654
Stock subscriptions – Note 4		-		-		-			50,000			-			50,000
Shareholder contribution
- Note 8		-		-		491,749			-			-			491,749
Net loss for the period		-		-		-			-			(2,345,493	)		(2,345,493	)
Balance, June 30, 2008		21,206,481	$	21,206	$	18,093,870		$	50,000		$	(18,116,310	)	$	48,766

SEE ACCOMPANYING NOTES

- 10 -

ACRONGENOMICS, INC.

(A Development Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

June 30, 2008

(Stated in US Dollars)

(Unaudited)

Note 1	Interim Reporting
	While the information presented in the accompanying interim six months financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the interim periods presented in accordance with accounting principles generally accepted in the United States of America. These interim financial statements follow the same accounting policies and methods of their application as the Company’s December 31, 2007 annual financial statements. All adjustments are of a normal recurring nature. It is suggested that these interim financial statements be read in conjunction with the Company’s December 31, 2007 annual financial statements.
Note 2	Nature of Operations and Ability to Continue as a Going Concern
	The Company was incorporated in the State of Nevada, USA on August 17, 1999 as Cellway Ventures Inc. Effective February 25, 2004, the Company changed its name to Acrongenomics, Inc.
	The Company is in the development stage. The Company’s business is research and development in the field of life science including BioLED technology.
	These interim financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next twelve months. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. At June 30, 2008, the Company had not yet achieved profitable operations, has accumulated losses of $18,116,310 since its inception, has a working capital deficiency of $1,048,873 and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available.

- 11 -

Acrongenomics, Inc.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2008

(Stated in US Dollars)

(Unaudited) – Page 2

Note 3 Long-Term Investment– Note 8

On January 31, 2008, by a Heads of Terms agreement dated in November 2007 and amended February 1, 2008, the Company acquired 10.9% of the share capital of Molecular Vision Ltd., a UK Company, for $1,097,639 (GBP£550,000). Molecular specializes in the development of miniaturized Point of Care medical diagnostic devices.

Note 4 Notes Payable

a)

On June 12, 2008 the Company was loaned $394,136 by a director of the Company by the issuance of a convertible promissory note, payable on demand, with interest accruing on the balance of principal outstanding at 8% per annum, compounded monthly and payable monthly. The note may be converted into common shares of the Company at any time and at the option of the lender at the rate of $0.40 per unit. Each unit will consist of one common share and one share purchase warrant exercisable at $0.75 per share for a period of two years from the date of issuance. The note is secured by an interest in all property of the company.

b)

On June 17, 2008 the Company was loaned $300,000 by the issuance of a convertible promissory note, maturing on September 30, 2008, with interest accruing on the balance of principal outstanding at 8% per annum, compounded monthly and payable monthly. The note may be converted into common shares of the Company at any time and at the option of the lender at the rate of $0.40 per unit. Each unit will consist of one common share and one share purchase warrant exercisable at $0.75 for a period of two years from the date of issuance. The note is secured by an interest in all property of the Company and a further guarantee by a third party.

An amount of $247,654 has been recorded in additional paid-in capital at June 30, 2008, for the fair value of the beneficial conversion feature of the notes, $168,287 has been amortized into income as interest on notes payable and $79,367 is the discount remaining on the notes.

Note 5 Related Party Transactions– Notes 4, 7 and 8

The Company incurred the following charges with companies with a common director and former director, an officer and director of a company of which a former officer and director is the spouse of the Company’s president; the research and development expenditures were paid to a company in which a former officer and director of the Company is the spouse of the Company’s former president:

- 12 -

Acrongenomics, Inc.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2008

(Stated in US Dollars)

(Unaudited) – Page 3

Note 5 Related Party Transactions– Notes 4, 7 and 8 – (cont’d)

										August 17,
										1999 (Date of
		Three Months ended				Six Months Ended				Inception) to
		June 30,				June 30,				June 30,
		2008		2007		2008		2007		2008
Accounting fees	$	10,720	$	9,898	$	38,345	$	20,498	$	228,244
Consulting fees		101,598		113,989		146,698		60,900		543,999
Interest on notes payable		-		-		159,209		-		159,209
Legal fees		-		-		-		-		60,656
Management fees		337,148		7,313		761,658		108,555		3,316,036
Rent		-		-		-		-		36,000
Research and development		-		-		-		-		5,604,189
	$	449,446	$	131,200	$	1,105,910	$	189,953	$	9,948,333

Research and development expenditures are comprised of testing costs of the molecular diagnostic test products.

Accounts payable and accrued liabilities at June 30, 2008 includes $275,942 (December 31, 2007: $1,166,568) owing to companies with a common director, a former director and a company of which a former officer and director is the spouse of the Company’s former president for accounting, management and consulting services received.

Note 6	Loans Payable
	Loans payable are unsecured, non-interest bearing and has no specific terms for repayment.
Note 7	Capital Stock– Notes 4, 8, 9 and 10
	Commitments
	Share Purchase Warrants
	At June 30, 2008, there are 2,658,223 (December 31, 2007: 1,548,213) share purchase warrants outstanding entitling the holders thereof the right to acquire one common share for each warrant held.

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Acrongenomics, Inc.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2008

(Stated in US Dollars)

(Unaudited) – Page 4

Note 7	Capital Stock– Notes 4, 8, 9 and 10 – (cont’d)
	Commitments– (cont’d)
	Share Purchase Warrants – (cont’d)
	The following table summarizes the warrants outstanding as at June 30, 2008:

Number Outstanding	Exercise
and Exercisable	Price	Expiry Date
45,455	$2.00	September 5, 2008
374,648	$1.50	October 23, 2008
35,000	$1.50	October 27, 2008
395,500	$1.25	July 31, 2008
165,000	$1.50	February 28, 2009
347,610	$1.50	April 20, 2009
45,000	$1.50	August 1, 2009
1,250,010	$1.60	August 15, 2009
2,658,223

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

	June 30, 2008				December 31, 2007
				Weighted				Weighted
				Average				Average
	Number of			Exercise	Number of			Exercise
	Warrants			Price	Warrants			Price
Outstanding, beginning
of year	1,548,213		$	1.42	737,334		$	1.33
Granted	1,295,010		$	1.60	1,548,213		$	1.42
Expired	(185,000	)	$	1.20	(737,334	)	$	1.33
Outstanding and exercisable,
end of the period	2,658,223		$	1.42	1,548,213		$	1.42

On February 12, 2008, 110,000 warrants expired without being exercised and on March 23, 2008, 75,000 warrants expired without being exercised.

The weighted average life remaining of all share purchase warrants is 0.76 years.

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Acrongenomics, Inc.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2008

(Stated in US Dollars)

(Unaudited) – Page 5

Note 7	Capital Stock– Notes 4, 8, 9 and 10 – (cont’d)
	Commitments– (cont’d)
	Share Purchase Options
	As at June 30, 2008, there were 4,200,000 (December 31, 2007: 3,500,000) share purchase options outstanding entitling the holders thereof to purchase one common share for each option held. The following table summarizes the stock options outstanding as at June 30, 2008:

	Exercise
Number Outstanding	Price	Expiry Date
100,000	$2.50	May 3, 2016
600,000	$1.00	March 22, 2012
700,000	$0.50	February 12, 2017
500,000	$0.60	March 31, 2018
300,000*	$0.50	April 1, 2018
2,000,000**	$0.50	5 years upon reaching
		certain milestones
4,200,000

*

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

**

The vesting of 2,000,000 options granted are contingent upon the performance milestones which have not yet been achieved as at June 30, 2008, therefore, no compensation has been recorded on these options (Note 8).

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Acrongenomics, Inc.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2008

(Stated in US Dollars)

(Unaudited) – Page 6

Note 7	Capital Stock– Notes 4, 8, 9 and 10 – (cont’d)
	Commitments– (cont’d)
	Share Purchase Options – (cont’d)
	A summary of changes in the Company’s stock options for the years ended June 30, 2008 and the year ended December 31, 2007 is presented below:

	June 30, 2008				December 31, 2007
				Weighted				Weighted
				Average				Average
	Number of			Exercise	Number of			Exercise
	Options			Price	Options			Price
Outstanding, beginning of
year	3,500,000		$	0.70	400,000		$	2.75
Granted	800,000		$	0.56	3,300,000		$	0.59
Expired	-				(200,000	)	$	3.00
Exchanged	(100,000	)	$	2.50	-
Outstanding, end of period	4,200,000		$	0.63	3,500,000		$	0.70
Exercisable, end of period	1,150,000		$	0.93	675,000		$	0.57

The weighted average contractual life remaining of all stock options granted is 6.69 years.

The unvested options will only vest and be exercisable at a future date and/or upon specific milestones being reached as follows:

Options	Vesting Date
250,000	July 1, 2008
175,000	August 12, 2008
300,000	October 1, 2008
175,000	February 12, 2009
50,000	April 1, 2009
50,000	October 1, 2009
50,000	April 1, 2010
1,050,000
2,000,000	Vest at 25% upon reaching certain milestones
3,050,000

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Acrongenomics, Inc.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2008

(Stated in US Dollars)

(Unaudited) – Page 7

Note 7	Capital Stock– Notes 4, 8, 9 and 10 – (cont’d)
	Commitments– (cont’d)
	Share Purchase Options – (cont’d)
	The fair value of each option grant was estimated on the date of the grant using the Black- Scholes option valuation model with the assumptions noted below. The Black-Scholes option valuation model requires the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate and therefore, the Black-Scholes model does not necessarily provide a reliable single measure of the fair value of the Company’s share purchase options.

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

The expected volatility is calculated based on the Company’s historical share price and the expected term in years is calculated using the Simplified Method as defined in SAB 107.

During the year ended December 31, 2007, the Company granted a consultant and directors and officers of the Company 1,300,000 stock options with a total fair value of $777,500 (no compensation expense has been recorded for the 2,000,000 options granted as their vesting is contingent upon performance). As the 1,300,000 stock options have a graded vesting schedule, the total non-cash compensation cost recognized during the six months ended June 30, 2008 was $365,743 ($209,926 has been included in consulting fees and $155,817 has been included in management fees).

Share subscriptions

At June 30, 2008, the Company had received $50,000 pursuant to share subscription agreements for 125,000 units at $0.40 per unit. Each unit consists of one common share of the Company and one share purchase warrant exercisable into one additional common share of the Company for $0.75 for a period of two years from the date of issuance. These shares were issued subsequent to June 30, 2008.

During the six months ended June 30, 2008, the Company received the $3,300 share subscription receivable.

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Acrongenomics, Inc.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2008

(Stated in US Dollars)

(Unaudited) – Page 8

Note 8 Commitments– Notes 4 and 7

a)

By an agreement dated July 1, 2006, the Company agreed to pay $10,000 per month for management and operational services for offices in Geneva, Switzerland. The agreement is on a month-to-month basis and will renew on a monthly basis unless terminated by either party with 30 days prior notice.

b)

By an agreement dated February 13, 2007 and amended May 23, 2007, the Company agreed to collaborate with Molecular Vision Ltd. (“Molecular”), a UK company, to acquire the exclusive rights to commercialize certain technology relating to the analysis/diagnostic fields (BioLED Technology), to contract Molecular to complete the research and development necessary to achieve manufacturable prototypes and have first right of refusal to fund the development of additional applications of the technology by agreeing to pay $4,702,864 (GBP£2,325,000) (this sum is in addition to the GBP£575,000 previously paid under the February 13, 2007 agreement) over 3 years (noted below) and grant 2,000,000 share purchase options entitling the holders thereof the right to purchase one common share of the Company at $0.50 per share. The options will vest at 50% per milestone and will be exercisable within a period of 5 years from the date of vesting. As the vesting of the share purchase options granted are contingent upon the performance milestones, which have not yet been achieved and uncertain as to whether they will be achieved, as at June 30, 2008, no value is ascribed to them until it is likely that they would be vested.

Payment schedule:
	US$	GBP£
May 2007 (paid)	598,645	300,000
September 2007 (paid)	1,126,235	550,000
March 2008 (paid)	683,618	325,000
October 2008	1,147,183	575,000
April 2009	1,147,183	575,000
	4,702,864	2,325,000

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

The term of the agreement is until November 23, 2009, unless terminated earlier or the Company extends the term.

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Acrongenomics, Inc.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2008

(Stated in US Dollars)

(Unaudited) – Page 9

Note 8 Commitments– Notes 4 and 7 – (cont’d)

c)	On April 1, 2007, the Company entered into an agreement with a director of the Company to serve as President and Chief Operating Officer at $7,000 per month. The agreement is for three years ending March 31, 2010.
d)	On April 1, 2007, the Company entered into an agreement with a director of the Company to provide services as Chief Technology Officer at $4,500 per month. The agreement is for three years ending March 31, 2010.
e)	On September 1, 2007, the Company entered into a consulting agreement at $2,000 per month. The agreement is for one year ending August 31, 2008 with the option to be renewed for an additional year.
f)	On September 3, 2007, the Company entered into an agreement with a director of the Company to provide services as CEO. The agreement was for three years ending September 3, 2010. According to the terms of the agreement, the CEO would receive 750,000 common shares of the Company as a signing bonus and will be entitled to receive an additional 1,750,000 common shares as performance bonuses as follows:
	i)	750,000 common shares of the Company upon receiving United States Food and Drug Administration approval for the Company’s technology applications or when the Company’s market capitalization reaches or exceeds $60 million calculated based on the daily closing prices.
	ii)	1,000,000 common shares of the Company upon commercial manufacturing of the technology applications or when the Company’s market capitalization reaches or exceeds $90 million calculated based on the daily closing prices.
	During the year ended December 31, 2007, 750,000 common shares were issued to the CEO valued at $645,000 as a signing bonus which has been included in management fees. In addition, the Company accrued additional management fees based on the value of performance shares that were likely to be issued, on a pro-rated time basis, since September 3, 2007. During the six months ended June 30, 2008, the CEO resigned and it was determined that it would be unlikely that the performance shares would be issued. Consequently, the liability for the accrued fees totalling $491,749 was written off and has been shown as a contribution, as additional paid-in capital.
g)	On April 1, 2008, the Company entered into a consulting agreement with a director of the Company at $10,000 per month. The agreement is for one year ending March 1, 2009. In addition, the consultant received $20,000 as a signing bonus, 100,000 share purchase options exercisable at $0.50 per share in exchange for 100,000 share purchase options held by the consultant at $2.50 per share and an additional 200,000 share purchase options exercisable at $0.50 per share.

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Acrongenomics, Inc.

(A Development Stage Company)

Notes to the Interim Financial Statements

June 30, 2008

(Stated in US Dollars)

(Unaudited) – Page 10

Note 9 Non-cash Transactions

Investing and financing activities that do not have a direct impact on current cash flows are excluded from the statements of cash flows.

During the six months ended June 30, 2008, the Company recorded stock-based compensation expense of $365,743 charged to statement of operations.

During the six months ended June 30, 2008, the Company issued 150,000 common shares at $0.95 per share as prepayment for consulting services to be received from February 1, 2008 to February 1, 2009 and at June 30, 2008, $83,125 was included in prepaid expenses. During the six months ended June 30, 2008, the Company recorded consulting fees of $59,375 charged to the statements of operations.

During the six months ended June 30, 2008, the Company issued 150,000 common shares at $0.95 per share for consulting services provided to the Company during the period form April 1, 2007 to February 1, 2008. As at December 31, 2007, $128,250 had been accrued and included with accounts payable and accrued liabilities. During the six months ended June 30, 2008, the Company recorded consulting fees of $14,250 charged to the statements of operations.

During the six months ended June 30, 2008, the Company issued 1,150,000 common shares at $0.79 per share and 550,000 common shares valued at $0.53 per share to the directors of the Company in recognition for their services provided. As at December 31, 2007, $817,650 had been accrued and included with accounts payable and accrued liabilities. During the six months ended June 30, 2008, the Company recorded management fees of $350,750 and consulting fees of $31,600 charged to the statements of operations.

These transactions have been excluded from the statements of cash flows.

Note 10 Subsequent Event– Note 8

Subsequent to June 30, 2008, the Company received $193,100 pursuant to subscription agreements for 482,750 units at $0.40 per unit. Each unit consists of one common share and one share purchase warrant exercisable into one additional common share of the Company for $0.75 for a period of two years from the date of issuance. Commissions of $24,310 will be paid in connection with these subscriptions and shares subscribed at June 30, 2008.

- 20 -

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”, that may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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

In this quarterly report, unless otherwise specified, all references to “common shares” refer to the common shares of our capital stock.

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

Overview

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

We are a development stage company focusing on investing and commercializing novel technology platforms concerning the life sciences sector. We are presently engaged in the business of the development of BioLED Technology, combining microfluidics and polymer Light Emitting Diodes (pLED) for use in future Point-of-Care diagnostic devices. On May 23, 2007, we entered into an amended Development Agreement with Molecular Vision Limited, a research company registered in London, England. Molecular Vision Limited, has developed, within their fields of research at Imperial College in London, UK, a technology platform combining microfluidics with an optical detection system based on polymer Light Emitting Diodes (commonly referred to as pLED) to deliver potentially affordable, intelligent and readily portable Point-Of-Care (POC) medical diagnostic devices. The technology platform combining microfluidics and pLED is known as “BioLED Technology”. Under the amended Development Agreement with Molecular Vision Limited, we acquired the exclusive rights to develop and commercialize the existing intellectual properties related to the BioLED Technology and have first refusal rights to develop any additional applications derived from Molecular Vision’s pipeline. As consideration for the rights we acquired in the agreement, we agreed to pay a total £2,325,000 and grant 2,000,000 options at an exercise price of $0.50 to Molecular Vision Limited.

- 21 -

Over the next 12 months we will continue to work with Molecular Vision Limited to develop the prototype Point-of-Care testing device for diabetes management and cardiovascular testing. Presently we are working with Molecular Vision Limited and Pearson Matthews, a specialist design development company, and expect by the end of 2008 or early 2009 we will fabricate our final prototype Point-of-Care device which will be used for the detection of albumin and creatinine in urine (in order to perform multiple testing on the device), as well as the detection of myoglobin (cardiac marker) first in solution and then in whole blood. When we are ready to begin regulatory activities, we may begin the process by determining exactly what we need to do and who we need to contact, for submitting all relevant files to the Food and Drug Administration for approval.

We have incurred operating losses since inception, have not generated any revenues, and have not achieved profitable operations. Our deficit accumulated during the development stage through June 30, 2008 aggregated $25,956,310 . We have incurred net losses as a result of our operation expenses, including research and development expenses and the payment of our audit fees and legal fees. We anticipate that our operating expenses will increase as we intend to conduct detailed development of our first prototype Point-of-Care diagnostic device and work towards its completion.

We estimate our expenses in the next 12 months will be approximately $1,920,000, generally falling in two major categories: $ 3,000,000 in research and development expenses and $1,620,000 in general and administrative expenses.

Liquidity and Capital Resources

		June 30, 2008			December 31, 2007		Change
Current Assets	$	156,606		$	365,975		209,369
Current Liabilities	$	1,205,479		$	1,614,170		408,691
Working Capital Surplus (Deficit)	$	(1,048,873	)	$	(1,248,195	)	199,322

We had cash on hand of $56,553 as at June 30, 2008, compared with $343,695 as at December 31, 2007. We had a working capital deficit of $1,048,873 at June 30, 2008, compared to a working capital deficit of $1,248,195 as at December 31, 2007.

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

Results of Operations

Revenue

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

- 22 -

Expenses

We incurred operating expenses in the amount of $942,271 for the quarter ended June 30, 2008, compared with expenses of $806,168 the same period from the previous year.

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

				Three
		Three Months		Months		Six Months		Six Months
		Ended		Ended		Ended		Ended
Expenses		June 2008		June 2007		June 2008		June 2007
Accounting and audit fees	$	19,426	$	19,898	$	85,995	$	57,703
Bank charges		630		1,047		2,418		1,450
Consulting fees		347,470		49,500		485,910		96,900
Interest on Notes Payable		170,697		-		170,697		-
Legal fees		6,123		7,480		35,209		16,811
Management fees		367,148		121,677		821,658		176,001
Office and miscellaneous		2,075		3,358		3,964		8,139
Public Relations and Donations		-		-		5,102		-
Rent		15,279		-		27,883		-
Research and development		-		598,645		648,407		598,645
Transfer agent and filing fees		1,775		2,075		3,359		2,078
Travel		11,648		2,485		62,446		6,583
	$	942,271	$	806,168	$	2,353,047	$	964,310

Accounting and audit fees decreased by $472 for the three month period ended June 30.

Consulting fees increased by $297,970 for the three month period ended June 30.

Legal fees decreased by $1,357 for the three month period ended June 30.

Management fees increased by $245,471 for the three month period ended June 30.

Research and development fees decreased by $598,645 for the three month period ended June 30, and was due to no activity in this area.

For the next 12 months, we estimate that our research and development expenses will be approximately $300,000.

General and Administrative Expenses

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

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

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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 RISK.

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

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

In performing the evaluation, management identified material weaknesses in our internal control processes regarding information technology systems.  These weaknesses include inadequate security, inadequate restricted access to systems and insufficient disaster recovery plans. Management has also identified material weaknesses in our internal control processes over procurement and disbursements, primarily related to lack of segregations of duties.

More specifically, management has identified the following weaknesses:

• Our company does not have a code of conduct or ethics;
• Our company’s audit committee has no charter outlining duties and responsibilities;
• Our company does not have Human Resources policies and Procedures and Function Activities are not clearly defined;
• Our company does not have a specific Mission Statement or Key Performance indicators;
• Tax returns have not been filed for our company.  These are nil returns, as our company has not achieved profitability yet.

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

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

- 24 -

Changes in Internal Controls over Financial Reporting

There were no changes in our company’s internal control over financial reporting during the quarter ended June 30, 2008 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.

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

ITEM 1A. RISK FACTORS

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

- 25 -

Shares of our common stock are speculative, especially since we are in the development stage of our new business. We operate in a volatile sector of business that involves numerous risks and uncertainties. The risks and uncertainties described below are not the only ones we face. Other risks and uncertainties, including those that we do not currently consider material, may impair our business. If any of the risks discussed below actually occur, our business, financial condition, operating results or cash flows could be materially adversely affected. This could cause the trading price of our securities to decline, and you may lose all or part of your investment. Prospective investors should consider carefully the risk factors set out below.

Risks Related To Our Business

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

Our company has a limited operating history in our current business of developing Point-of-Care testing devices based on our proprietary BioLED Technology and must be considered in the development stage. We have not generated any revenues since our inception and we will, in all likelihood, continue to incur operating expenses without significant revenues until we successfully develop our BioLED Technology and commercialize our future Point-of-Care testing devices. Our primary source of funds has been the sale of our common stock. We cannot assure that we will be able to generate any significant revenues or income. These circumstances make us dependent on additional financial support until profitability is achieved. There is no assurance that we will ever be profitable, and we have a going concern note as described in an explanatory paragraph to our financial statements for the year ended December 31, 2007.

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

Our BioLED Technology is in the development stage and we have not begun the regulatory approval process. We have not realized a profit from our operations to date and there is little likelihood that we will realize any profits in the short or medium term. Any profitability in the future from our business will be dependent upon successful commercialization of our future Point-of-Care testing devices, which will require significant additional research and development as well as clinical trials.

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

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

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We need to raise additional financing to support the research and development of the BioLED Technology but we cannot be sure that we will be able to obtain additional financing on terms favourable 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 continue to develop the BioLED Technology and commercialize our future Point-of-Care testing devices is dependent upon our ability to raise significant additional financing when needed. If we are unable to obtain such financing, we will not be able to fully develop our technology and commercialize our future Point-of-Care testing devices. Our future capital requirements will depend upon many factors, including:

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

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

If we fail to obtain and maintain required regulatory approvals for our BioLED Technology and our potential Point-of-Care testing devices, our ability to commercialize the BioLED Technology will be limited severely.

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

Furthermore, even if we obtain regulatory approval, that approval may be subject to limitations on the indicated uses for which they may be marketed. Even after granting regulatory approval, the Food and Drug Administration, other regulatory agencies, and governments in other countries will continue to review and inspect marketed products, manufacturers and manufacturing facilities. Later discovery of previously unknown problems with a product, manufacturer or facility may result in restrictions on the product or manufacturer, including a withdrawal of the product from the market. Further, governmental regulatory agencies may establish additional regulations which could prevent or delay regulatory approval of our technology and our future Point-of-Care testing devices.

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

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

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

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

Many of our competitors have significantly greater resources, more product candidates and have developed product candidates and processes that indirectly compete with our products. Our competitors may have developed, or could in the future develop, new products that compete directly with our products or even render our products obsolete. Our technology is designed to combine the use of microfluidics and pLED as the basis for Point-of-Care testing devices. Even if we are able to demonstrate improved or equivalent results, researchers and practitioners may not use our products and we will suffer a competitive disadvantage. Finally, to the extent that others develop new products that address the targeted application for our products, our business will suffer.

Our success depends in large part on our ability to develop and protect our BioLED Technology and our potential Point-of-Care testing devices. If our patents and proprietary right agreements do not provide sufficient protection for our BioLED Technology and its potential Point-of-Care testing devices, our business and competitive position will suffer.

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

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

Our success will also depend in part on our ability to develop our technology and commercially viable products without infringing the proprietary rights of others. Although we have not been subject to any filed infringement claims, other patents could exist or could be filed which would prohibit or limit our ability to develop our BioLED Technology and market our potential Point-of-Care testing devices in the future. In the event of an intellectual property dispute, we may be forced to litigate. Intellectual property litigation would divert management's attention from developing our technology and marketing our future Point-of-Care testing devices and would force us to incur substantial costs regardless of whether we are successful. An adverse outcome could subject us to significant liabilities to third parties, and force us to curtail or cease the development and commercialization of our BioLED Technology.

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

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

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

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

Risks Related To Our Common Stock

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

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

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

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

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

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

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

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

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ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS.

(3)	Articles of Incorporation and By-laws
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form 10-SB filed May 24, 2002, as amended).
3.2	Bylaws, as amended (incorporated by reference from our Registration Statement on Form 10- SB filed May 24, 2002, as amended).
(10)	Material Contracts
10.1	Agreement for the Sale of Stock between our company and Dr. Leftheris Georgakopoulos dated February 13, 2006 (incorporated by reference from 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 from our Current Report on Form 8-K filed February 20, 2007).
10.3	Employment Agreement dated September 3, 2007 between our company and Dr. Dimitris Goundis (incorporated by reference from our Current Report on Form 8-K filed September 28, 2007).
10.4	Letter Agreement dated February 1, 2008 with Molecular Vision Limited (incorporated by reference from our Current Report on Form 8-K filed February 19, 2008).
(31)	Section 302 Certification
31.1*	Rule 13a-14(a) Certification of Chief Executive Officer.
31.2*	Rule 13a-14(a) Certification of Chief Financial Officer.
(32)	Section 906 Certification
32.1*	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

* Filed herewith.

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SIGNATURES

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

ACRONGENOMICS, INC.

By:	/s/ Platon Tzouvalis
	Platon Tzouvalis
	President
	(Principal Executive Officer)
	Date: September 10, 2008
By:	/s/ Ron Lizée
	Ron Lizée
	Chief Financial Officer, Secretary, and Director
	(Principal Financial Officer and Principal Accounting Officer)
	Date: September 10, 2008