10QSB 1 acrongenomicsjune30200410qsb.htm ACRONGENOMICS, INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM 10-QSB


[X]

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


For the quarterly period ended JUNE 30, 2004


[__]

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934


For the transition period                 to                   



Commission File Number

000-49833


ACRONGENOMICS INC.


(Exact name of small Business Issuer as specified in its charter)


NEVADA

52-2219285

(State or other jurisdiction of

(IRS Employer Identification No.)

incorporation or organization)



1530 9th Avenue, S.E.

Calgary, Alberta, Canada

T2G 0T7


(Address of principal executive offices)

(Zip Code)


Issuer=s telephone number, including area code:

(403) 693-8014


N/A

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


Check whether the issuer (1) 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 issuer was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

[X] Yes    [__] No


State the number of shares outstanding of each of the issuer=s classes of common stock, as of the latest practicable date:  14,977,000 Shares of $0.001 par value Common Stock outstanding as of August 6, 2004.



Transitional Small Business Disclosure Format (check one): Yes  [   ]   No  [ X ]



#






PART 1 – FINANCIAL INFORMATION



ITEM 1:

CONSOLIDATED FINANCIAL STATEMENTS












ACRONGENOMICS, INC.

(Formerly Cellway Ventures Inc.)

(A Development Stage Company)


CONSOLIDATED

FINANCIAL STATEMENTS

(Unaudited)

AS AT JUNE 30, 2004

 (Stated in U.S. Dollars)







ACRONGENOMICS, INC.

(Formerly Cellway Ventures Inc.)

(A Development Stage Company)


CONSOLIDATED

BALANCE SHEET

(Unaudited)

AS AT JUNE 30, 2004

(Stated in U.S. Dollars)


ASSETS


June 30,

Dec 31,

2004

2003


CURRENT ASSETS

Cash

$

230,264

$

23,274

Accounts and Trust Receivable

19,170

-

Prepaid Expenses

-

110

Utility Deposit

1,055

-

250,489

23,384


CAPITAL ASSETS (Note 4)

30,076

-


PATENT (Note 5)

600,000

-


$

880,565

$

23,384


LIABILITIES AND SHAREHOLDERS’ EQUITY


CURRENT LIABILITIES

Accounts Payable

$

24,673

$

2,275

Due to Shareholder

42,218

-

66,891

2,275


SHAREHOLDERS’ EQUITY

Share Capital

Authorized Capital

100,000,000 Common Shares, par value with $0.001 per share

Issued and Outstanding:

14,535,000 Common Shares at June 30/04 & 10,115,000 at

December 31/03

614,315

10,115

Warrants

272,996

--

Additional Paid-In Capital

210,689

67,885

Deficit Accumulated During the Development Stage

(284,326)

(56,891)

813,674

21,109


$

880,565

$

23,384




ACRONGENOMICS, INC.


(Formerly Cellway Ventures Inc.)

(A Development Stage Company)

CONSOLIDATED

STATEMENT OF LOSS AND DEFICIT

(Unaudited)

FOR THE SIX (6) MONTHS ENDED JUNE 30, 2004

(Stated in U.S. Dollars)

INCEPTION

THREE MONTHS ENDED

SIX MONTHS ENDED

AUGUST 17

JUNE 30

JUNE 30

1999 TO

2004

2003

2004

2003

JUNE 30, 2004



INCOME

$

-

$

694

$

-

$

694

$

1,772


EXPENSES

Personnel

Commissions

35,000

2,147

35,000

-

35,000

Consulting Fees

17,764

-

22,331

2,147

27,679


52,764

2,147

57,331

2,147

62,679

Facility

Rent

4,000

-

4,000

-

4,000

Equipment Repair

  & Maintenance

161

-

161

-

161

Utilities

1,880

-

1,880

-

1,880

Telephone

4,118

-

4,118

-

4,118

Licence and Fees

2,215

-

2,215

-

2,215


12,374

-

12,374

-

12,374

Development

Domain Registration

-

-

142

110

282

Transfer Agent/Dues

2,665

-

6,030

50

7,389

Website Development

-

-

-

-

4,750

Public Relations

58,031

-

58,031

-

58,031

Patents and Trademarks

345

-

345

-

345


61,041

-

64,548

160

70,797

General and Administration

Professional Fees

39,612

4,566

59,527

7,372

96,940

Travel

11,203

-

23,161

-

23,162

Bank Charges/Interest

341

-

450

-

450

Office and Sundry

6,538

1,137

6,538

2,416

16,190

Advertising

55

-

55

-

55

Delivery

127

-

127

-

127

Miscellaneous

1,741

-

1,741

-

1,741

Amortization Expense

1,583

-

1,583

-

1,583

61,200

5,703

93,182

9,788

140,248


187,379

7,850

227,435

12,095

286,098


Net Loss For the Period

187,379

7,156

227,435

11,401

$

284,326

Deficit Accumulated

During the Development

Stage,

Beginning of Period

96,947

39,560

56,891

35,315

Deficit Accumulated

During the Development

Stage,

End of Period

$

284,326

$

46,716

$

284,326

$

46,716


Net Loss Per Share,

Basic and Diluted

$

0.01

$

0.01

$

0.02

$

0.01

Weighted Average Number

  of Shares Outstanding

13,045,550

10,115,000

11,580,274

10,115,000




 

ACRONGENOMICS, INC.

(Formerly Cellway Ventures Inc.)

(A Development Stage Company)

CONSOLIDATED

STATEMENT OF CASH FLOW

(Unaudited)

FOR THE SIX (6) MONTHS ENDED JUNE 30, 2004 AND 2003

(Stated in U.S. Dollars)

      
     

INCEPTION

 

THREE (3) MONTHS ENDED

SIX (6) MONTHS ENDED

AUG 17,1999

 

JUNE 30

JUNE 30

JUNE 30

JUNE 30

TO

 

2004

2003

2004

2003

JUNE 30,2004

      

CASH FLOW FROM OPERATING ACTIVITIES

     

   Net Loss for the Period

(187,379)

(7,156)

(227,435)

(11,401)

(284,326)

   Amortization

1,583

-

1,583

-

1,583

      

ADJUSTMENTS TO RECONCILE NET LOSS

     

TO CASH USED BY OPERATING ACTIVITIES

     

   Change in Accounts & Trusts Receivable

(19,170)

(233)

(19,170)

(233)

(19,170)

   Change in Accounts Payable

22,930

562

22,398

259

24,673

   Change in Prepaid Expenses

-

(981)

110

(981)

-

   Change in Deposits

(1,055)

-

(1,055)

-

(1,055)

      
 

(183,091)

(7,808)

(223,569)

(12,356)

(278,295)

      

CASH FLOW FROM INVESTING ACTIVITIES

     

   Purchase of Capital Assets

(31,659)

 

(31,659)

 

(31,659)

      

CASH FLOW FROM FINANCING ACTIVITIES

     

   Share Capital

4200,000

-

420,000

-

498,000

   Advances from Shareholder

22,539

-

42,218

-

42,218

      
      
      
 

442,539

-

462,218

-

540,218

      

INCREASE (DECREASE) IN CASH

227,789

(7,808)

206,990

(12,356)

230,264

      

CASH, Beginning of Period

2,475

38,580

23,274

43,128

-

      

CASH, End of Period

230,264

30,772

230,264

30,772

230,264

      
      
      








   

ACRONGENOMICS, INC.

  

(Formerly Cellway Ventures Inc.)

  

(A Development Stage Company)

  

CONSOLIDATED

  

STATEMENT OF SHAREHOLDERS’ EQUITY

  

(Unaudited)

  

JUNE 30, 2004

  

(Stated in U.S. Dollars)

  
        
   

COMMON STOCK

  
    

ADDITIONAL

   
    

PAID-IN

   

BASIC SHARES:

 

SHARES

AMOUNT

CAPITAL

WARRANTS

DEFICIT

TOTAL

        

SHARES ISSUED FOR CASH AT $0.001

 

5,000,000

5,000

-

-

-

5,000

SHARES ISSUED FOR CASH 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

        

SHARES 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

        

SHARES 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

        

SHARE ISSUED FOR PATENTS AT $0.15

 

4,000,000

600,000

-

-

-

600,000

        

PRIVATE PLACEMENT FOR CASH AT $1.00

 

420,000

4,200

142,804

272,996

-

420,000

NET LOSS FOR THE PERIOD

 

-

-

-

-

(227,435)

(227,435)

        

BALANCE, June 30, 2004

 

14,535,000

614,315

210,689

272,996

(284,326)

813,674

        







ACRONGENOMICS, INC.

(Formerly Cellway Ventures Inc.)

(A Development Stage Company)


NOTES TO THE FINANCIAL STATEMENTS

(Unaudited)

JUNE 30, 2004

(Stated in U.S. Dollars)


1.

BASIC OF PRESENTATION



The unaudited financial statements as of June 30, 2004 included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or molded pursuant to such rules and regulations.  In the opinion of management, all adjustments (consisting or normal recurring accruals) considered necessary for a fair presentation have been included.  It is suggested that these financial statements be read in conjunction with the December 31, 2003 audited financial statements and notes thereto.



2.

NATURE OF OPERATIONS



a)

Organization



The Company was incorporated in the State of Nevada, U.S.A. on August 17, 1999.



b)

Development Stage Activities


The Company plans to acquire and commercialize proprietary technology in the bio-medical industry.  It plans to offer these products in Europe, Canada, the U.S. and other countries throughout the world.


The Company is in the development stage, therefore, recovery of its assets is dependent upon future events, the outcome of which is indeterminable.  In addition, successful completion of the Company's development program and its transition, ultimately to the attainment of profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieve a level of sales adequate to support its cost structure.


c)

Going Concern


Since inception, the Company has suffered recurring losses and net cash outflows from operations.  The Company expects to continue to incur substantial losses to complete the development of its business.  Since its inception, the Company has funded operations through common stock issuances in order to meet its strategic objectives.  Management believes that sufficient funding will be available to meet its business objectives, including anticipated cash needs for working capital, and is currently evaluating several financing options.  However, there can be no assurance that the Company will be able to obtain sufficient funds to continue the development of and, if successful, to commence the sale of its products under development.  As a result of the foregoing, there exists substantial doubt about the Company's ability to continue as a going concern.  These financial statements do not include any adjustments that might result from the outcome of this uncertainty.


3.

SIGNIFICANT ACCOUNTING POLICIES



The consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates, which have been made using careful judgment.


The financial statements are consolidated, as they include the financial results of the Company's subsidiary, Acrongenomics Hellas S.A. Inc.









The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:


a)

Development Stage Company



The Company is a developed stage company as defined in the Statements of Financial Accounting Standards No. 7.  The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced.  All losses accumulated since inception have been considered as part of the Company's development stage activities.


b)

Use of Estimates


The preparation of financial statements in conformity with generally accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period.  Actual results could differ from these estimates.


c)

Income Taxes



The Company has adopted Statement of Financial Accounting Standards No. 109 - "Accounting for Income Taxes" (SFAS 109).  This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes.  If it is more likely than not that some portion or all if a deferred tax asset will not be realized, a valuation allowance is recognized.


d)

Financial Instruments



The Company's financial instruments consist of cash, accounts payable and amounts due to shareholder. Unless otherwise noted, it is management's opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments.  The fair value of these financial instruments approximate their carrying values, unless otherwise noted.


e)

Foreign Currency Translation



The Company's functional currency is the U.S. dollar.  Transactions in foreign currencies are converted to U.S. dollars at the rate of exchange prevailing at the time of the transactions.  Exchange gains and losses arising from the re-measurement of foreign currency-denominated assets and liabilities are included in income in the period in which they occur.


f)

Basic and Diluted Loss Per Share



In accordance with SFAS No. 128 - "Earnings Per Share", the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding.  Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.  At June 30, 2004, the Company has no stock equivalents that were anti-dilutive.



g)

Investment in Subsidiary Company


Acrongenomics, Inc. acquired 99% of Acrongenomics in Hellas S.A. during the quarter ended June 30, 2004.  Acrongenomics Hellas S.A. is registered as a Greek company with permanent establishment in Athens, Greece.  The company provides administration and office facilities for the parent company Acrongenomics, Inc.  These financials are consolidated and include the subsidiary's financial information.





1.

CAPITAL ASSETS


   

2004

2003

  

ACCUMULATED

NET

NET

 

COST

AMORTIZATION

BOOK VALUE

BOOK VALUE

     

Office Furniture

31,659

1,583

30,076

-


Amortization is calculated on the straight-line basis for office furniture over five (5) years.



5.

PATENT



The Company finalized the acquisition of a certain patent and three (3) patent applications, which it had began negotiating at the beginning of the year.


Such intellectual property was acquired by the issuance of 4,000,000 restricted shares of the Company’s common stock.  The intellectual property and all associated rights provide the Company with highly predictive, metastic cancer molecular diagnostic test products and in particular a marketable product known as the Neo EP-CAM Detection Kit.


The cost of the intellectual property has been reported in the financial statements at $600,000, based on the average price of the shares trading at the beginning of the year when negotiations began and allowing for an 80% discount due to the trading restrictions imposed on the shares.


4,000,000 shares @ .15 =

            600,000



6.

SHARE CAPITAL


As at June 20, 2004, the Company has warrants outstanding for the purchase of 420,000 common shares at $1.00 per share to May 7, 2007 and 420,000 common shares at $1.20 per share to May 7, 2007.


7.

SUBSEQUENT EVENTS



Subsequent to June 30, 2004, the Company signed an agreement with Eurogenet Labs Inc., to provide scientific research and complete validation studies.


Eurogenet Inc. will assist the Company to develop products to monitor cancer disease and particularly to detect the circulating micro-metastic cancer cells, and especially epithelial cancer cells, in patients.  The Company will introduce nanotechnology in order to improve the Company's already existing, EP-CAM Detection Kits. The Company is obligated under this agreement to pay Eurogenet Labs $300,000 USD as a deposit for the first six months of services.


Common shareholders exist between Eurogenet Labs Inc. and Acrongenomics, Inc.







ITEM 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.


PLAN OF OPERATION


The Company has maintained a steady course according to the business plan during the last six (6) months.  Acrongenomics, Inc., during the last quarter, finalized the acquisition of an important patent, important patent applications and associated intellectual property.



These patents and associated rights have provided the Company with highly predictive, metastic cancer molecular diagnostic test products and in particular a product known as the Neo EP-CAM Detection Kit.  This has increased the value and marketability of the Company's intellectual properties for investors.  The Company acquired this intellectual property in exchange for 4,000,000 shares of common stock.


The Company also signed an agreement with Eurogenet Labs Inc., a Greek company located in Athens, Greece with related shareholders.  Eurogenet Labs Inc. will provide scientific research and complete validation studies for the Company.


The Company is anticipating developing products to monitor cancer disease and particularly to detect the circulating micro-metastic cancer cells in patients, principally in the area of epithelial cancer cells.


Acrongenomics, Inc.'s research will introduce nanotechnology in order to improve the Company's already existing EP-CAM Detection Kit.  The Company is anticipating and budgeting a research cost of approximately $2,000,000 over the next twelve (12) months for the project.  Acrongenomics, Inc. is anticipating working with companies that are interested in forming strategic alliances to assist in the cost of the research.



The Company also signed a contract with Muse Public Relations Inc. to provide support, enhance and develop Acrongenomics, Inc.'s media relations, investor relations and promotional effect.  Muse's priority will be to secure awareness in the media and financial community in North America and Europe and benefit the Company by increasing demand for the stock.


RESULTS OF OPERATIONS



The Company earned no revenue during the quarter or six (6) months ended June 30, 2004. Acrongenomics, Inc. does not anticipate earning revenues until such time as it can establish an alliance with targeted companies to market and distribute our product, the Neo EP-CAM Detection Kit.


We are still in the development stage and we are anticipating negotiations with these companies will materialize.



The Company incurred operating expenses in the amount of $ 227,435 for the six (6) months ended June 30, 2004 compared with expenses of $ 12,095 for the same period from the previous year. Operating expenses of $ 227,435 incurred during the six (6) months period included $12,374 for rental facilities, utilities, and telephone charges, $57,331 for personnel, $64,548 for development expenses such as transfer agents and public relations firms and $93,182 for general expenses such as legal, accounting, and travel expenses.

 

FINANCIAL CONDITION AND LIQUIDITY


The Company had cash of $230,264 and working capital of $183,598 as at June 30, 2004, compared to $23,274 and $21,109 as at December 31, 2003, respectively.  Our increase in cash and working capital was due to raising funds from the sale of 420,000 shares in a private placement at $1.00 per share for gross proceeds of $420,000.


The Company is anticipating spending approximately $3,000,000 in the next twelve (12) months pursuing its plan of action.  This will be spent on research and development expenditures, office expenses, travel, investor relations, legal and accounting fees. We anticipate that our present cash reserves are only sufficient for the next one to two months of operations.  We anticipate that we will require additional financing of approximately $2.77 million achieved through the sale of common stock or outstanding warrants being exercised or debt financing.


We are presently working on an additional private placement to raise the required funds.  If we are successful in completing an equity financing, existing shareholders will experience dilution of their interests in the Company.  In the event we are not successful in obtaining such financing when necessary, we may not be able to proceed with implementation of all items in our business plan.


ITEM 3.

CONTROLS AND PROCEDURES


As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the Exchange Act), we carried out an evaluation of the effectiveness of the design and operation of our disclosure and procedures as at June 30, 2004, being the date of our most recently completed fiscal quarter.  This evaluation was carried our under the supervision and participation of Mr. Rick Walchuk, who at the time was our Chief Executive Officer and Chief Financial Officer.


Based upon the aforementioned evaluation, Mr. Rick Walchuk and Mr. Ron Lizée concluded that the Company's internal control over financial reporting are effective in timely alerting management to material information relating to the Company required to be included in our periodic SEC filings.  There have been no significant changes in our internal control over financial reporting or in other factors that have materially affected or is reasonably likely to materially affect our internal control over financial reporting.


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 Exchange Act 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, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.






PART II--OTHER INFORMATION


ITEM 1.

LEGAL PROCEEDINGS


We are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.


ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS


During the fiscal quarter ended June 30, 2004, we sold the following unregistered shares of our common stock:


On May 7, 2004, we issued 4 million restricted shares of our common stock to one of our directors, Dr. Leftheris Georgakopoulos, in consideration of his transfer of Greek patent #1004303 and three (3) Greek patent applications, Application Nos. 20040100030, 20040100269, 20040100270, and all associated know-how and intellectual property to Acrongenomics Inc.


On May 11, 2004, we accepted subscriptions totaling $420,000, for which we will be issuing 420,000 units, with each individual unit consisting of one (1) share of our common stock, a purchase warrant to purchase one (1) additional share of common stock for $1.00 and a second purchase warrant to purchase one (1) additional share of common stock for $1.20.  Each warrant has a term of three (3) years.


The sale of securities described in the two (2) immediately preceding paragraphs were each exempt from registration due to the exemptions found in Regulation S (“Reg. S”), promulgated by the Securities and Exchange Commission under the Securities Act of 1933. Acrongenomics paid no commissions in connection with the acquisition of the patents and issuance of four (4) million shares but will pay a finder’s fee in the form of 400,000 restricted shares of common stock to the shares issued for the patents.  Acrongenomics will pay a commission of $42,000 on the sale of the units for $420,000 and also a finder’s fee of 42,000 shares of common stock.  All of these securities were issued in offshore transactions since the offerees were not in the United States and the purchasers were outside the United States at the time of the purchase. Moreover, there were no directed selling efforts of any kind made in the United States. All documents used in connection with the offers and sales of the securities offshore included statements to the effect that the securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act or an exemption there from is available and that no hedging transactions involving those securities may not be conducted unless in compliance with the Act. Each offshore subscriber certified that he or it is not a U.S. person and is not acquiring the securities for the account or benefit of any U.S. person and agreed to resell such securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act or pursuant to an available exemption from registration. The securities sold are restricted securities and the certificates representing these shares have been affixed with a standard restrictive legend, which states that the securities cannot be sold without registration under the Securities Act of 1933 or an exemption there from and the Company is required to refuse to register any transfer that does not comply with such requirements.


ITEM 3.

DEFAULTS UPON SENIOR SECURITIES


None.


ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS


No matters were submitted to our security holders for a vote during the fiscal quarter ended June 30, 2004.


ITEM 5.  OTHER INFORMATION.


The Company has recently expanded its management team and its Board of Directors by the appointment of two (2) individuals as officers and directors.


Mr. Ron Lizèe was named to the Board of Directors and appointed as Chief Financial Officer of the Company on June 4, 2004. From February 1982 to present, Mr. Lizèe has been the owner and senior accountant of three (3) Certified General Accounting firms located in Calgary, Alberta and Saskatoon, Saskatchewan. From August 1983 to present, Mr. Lizèe has also been the President of First Financial Corporation, a private company. From January 2001 to present, Mr. Lizèe has been the President & CEO of Vern’s Pizza Company Ltd. Mr. Lizèe holds a Bachelor of Commerce, majoring in accounting from the University of Saskatchewan in 1981. Mr. Lizee obtained his Certified General Accounting designation (CGA) in 1987 and his Certified Financial Planning designation in 1993.


Mr. Constantine D. Poulios was named to the Board of Directors and appointed Vice President on July 6, 2004. From September 1997 to present, Mr. Poulios has been employed by Ernst & Young, in the Southeast Europe office located in Athens Greece, as an attorney in their Corporate and Tax Advisory Services Department. Mr. Poulios obtained a Master of Laws from Northwestern University School of Law in May 1997, a Law Diploma from the National University of Athens, School of Law in May 1995 and an Attestation from the University of Bordeaux, School of Law in 1993.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


(a) EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K



Exhibit Number


Description of Exhibit

3.1

Articles of Incorporation (1)

3.2

Bylaws, as amended (1)

4.1

Share Certificate (1)

10.1

Patent and asset Acquisition Agreement (2)

31.1

Rule 13a-14(a) Certification of Chief Executive Officer and Chief Financial Officer (2)

32.1

Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (2)  


(1) Previously filed with the Securities and Exchange Commission as an exhibit to the Registrant’s Form 10-SB originally filed May 24, 2002, as amended.


(2)  Filed as an Exhibit to this Quarterly Report on Form 10-QSB.


(b)  REPORTS ON FORM 8-K


We did not file any Current Reports on Form 8-K during the fiscal quarter ended June 30, 2004.


SIGNATURES


In accordance with the requirements of the Securities and 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.


Date: August 14, 2004



By:/s/ Leftheris Georgakopoulos

Name:

Leftheris Georgakopoulos

Title:

President





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