10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2014

OR

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

For the transition period from to

Commission File Number 000-50482

ACRO Inc.

(Exact name of registrant as specified in its charter)

Nevada	98-0377767
(State or Other Jurisdiction of	(IRS Employer
Incorporation or Organization)	Identification No.)

5 Kineret Street, Bnei Brak, Israel	5126237
(Address of Principal Executive Offices)	(Zip Code)

011-972-54-686-4110

(Registrant’s Telephone Number, Including Area Code)

(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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	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 o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

As of May 1, 2014, there were 19,349,000 shares of the registrant’s common stock outstanding.

Table of Contents

ACRO INC.

INDEX

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	7
Item 4.	Controls and Procedures	7
PART II. OTHER INFORMATION		7
Item 1.	Legal Proceedings	7
Item 1A.	Risk Factors	7
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	7
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	8
Signatures		8
Exhibit Index
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification Pursuant to U.S.C. Section 1350

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

ACRO INC. (A DEVELOPMENT STAGE COMPANY)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

AS OF

March 31, 2014

UNAUDITED

INDEX

Item 1 – ININTERIM  CONSOLIDATED FINANCIAL STATEMENTS               (UNAUDITED)
	Balance Sheets -
	March 31, 2014 and December 31, 2013	F-2
	Statements of  ComprehensiveLoss -
	Three months ended  March 31, 2014 and 2013 and ComprehensiveLoss from inception date	F-3
	Statements of Cash Flows -
	Three months ended  March 31, 2014 and  2013 and cumulative from inception date	F-4
	Notes to the Financial Statements	F-5

F-1

ACRO  INC. (A Development Stage Company)

CONSOLIDATED BALANCE SHEETS

US Dollars

	As of March 31,			As of December 31,
	2014			2013
	Unaudited			Audited
ASSETS
CURRENT ASSETS:
Other accounts receivable		793			793
Property and equipment, net			--		--
TOTAL ASSETS		793			793
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Related parties		301,500			275,182
Accounts payable		2,750			2,750
Related party - convertible promissory note		27,294			--
TOTAL CURRENT LIABILITIES		331,544			277,932
SHAREHOLDERS' DEFICIENCY:
Share capital -
Common stock of $ 0.01 par value –       700,000,000 shares authorized; 19,349,000 shares issued and outstanding as of  March 31, 2014 and December 31, 2013.		193,488			193,488
Additional paid-in capital		4,097,913			4,097,913
Capital reserve		895,227			895,227
Deficit accumulated during the development stage		(5,517,379	)		(5,463,767	)
TOTAL SHAREHOLDERS' DEFICIENCY		(330,751	)		(277,139	)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY		793			793

The accompanying notes are an integral part of the consolidated financial statements.

F-2

ACRO INC. (A Development Stage Company)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

US Dollars

	For the Three Months Ended								Cumulative from Inception (May 22, 2002) to
	March 31,								March 31,
	2014			2013					2014
	Unaudited								Unaudited
Revenues		--			--		--	--		227,803
Costs and expenses:
Research and development		--			--		--	--		(585,401	)
Sales and marketing		--			--		--	--		(324,350	)
General and administrative *		(24,680	)		(97,005	)	--	--		(4,052,777	)
Impairment of Intangible assets		--			--		--	--		(62,507	)
Total operating expenses		(24,680	)		(97,005	)	--	--		(5,025,035	)
Operating loss		(24,680	)		(97,005	)	--	--		(4,797,232	)
Interest and other expenses, net		(1,638	)		(33,429	)	--	--		(138,205	)
Expenses for Benefit Conversion Feature		(27,294	)		--					(813,347	)
Income from forgiveness of debts		--			--		--	--		299,000
Loss before taxes on income		(53,612	)		(130,434	)	--	--		(5,449,784	)
Taxes on income		--			--		--	--		(67,595	)
Net  loss and net Comprehensive loss		(53,612	)		(130,434	)	--	--		(5,517,379	)
Basic and diluted net loss per common share		(0.00	)		(0.01	)	--	--		(0.65	)
Nunumber of shares used in computing basic and diluted net loss per share		19,349,000			19,349,000		--	--		8,524,382

* Includes $0, $0 and $1,118,263 stock-based compensation for the three months periods ended March 31, 2014, 2013, and for the cumulative period from May 22, 2002 (date of inception) to March 31, 2014, respectively.

The accompanying notes are an integral part of the consolidated financial statements

F-3

ACRO INC. (A Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

US Dollars

	For the Three Months  Ended March 31,						Cumulative from Inception (May 22, 2002) to March 31,
	2014			2013			2014
	Unaudited						Unaudited
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period		(53,612	)		(130,434	)		(5,517,379	)
Adjustments to reconcile net loss to net cash used in operating activities:
Services contributed by officers		- . -			- . -			3,500
Depreciation and amortization		0			223			267,048
Expenses for beneficial conversion feature		27,294			- . -			1,031,717
Stock-based compensation		- . -			- . -			1,118,263
Interest expenses		1,638			32,360			5,914
Income from settlement of liability		- . -			- . -			(299,000	)
Changes in assets and liabilities:
Increase in pre-paid expenses and accounts receivables		- . -			-.-			(793	)
Increase in related party and accounts payable		24,680			97,851			690,507
Net cash used in operating activities		- . -			- . -			(2,700,223	)
CASH FLOWS FOR INVESTING ACTIVITIES:
Purchase and production of property and equipment		- . -			- . -			(147,048	)
Purchase of intangible assets		- . -			- . -			(120,000	)
Net cash used in investing activities		- . -			- . -			(267,048	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease  in convertible promissory note		- . -			- . -			(1,096	)
Proceeds from issue of common stock		- . -			- . -			3,206,907
Offering costs		- . -			- . -			(238,540	)
Net cash provided by financing activities		- . -			- . -			2,967,271
Decrease in cash and cash equivalents		- . -			- . -			- . -
Cash and cash equivalents at the beginning of the period		- . -			- . -			- . -
Cash and cash equivalents at the end of the period		- . -			- . -			- . -
APPENDIX A -
Supplemental disclosure of non-cash financing activities and cash flow information:
Conversion of shareholders' loans to equity		- . -			- . -			19,000
Conversion of convertible promissory note to equity		- . -			- . -			185,773

The accompanying notes are an integral part of the consolidated financial statements.

F-4

ACRO INC. (A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars

Note 1:-   GENERAL

  a. General

ACRO Inc. (A Development Stage Company) was incorporated on May 22, 2002, under the laws of the State of Nevada, as Medina International Corp. On May 4, 2006, the Company changed its name to ACRO Inc. The Company  was originally an oil and gas consulting company in Canada and in the United States. However, during 2006, following a change of control and a private placement financing, ACRO Inc. ceased to engage in oil and gas consulting and engaged in development of products for the detection of military and commercial explosives for the homeland security market.

Hereinafter, ACRO Inc. and its wholly owned subsidiary in Israel Acrosec Ltd. (“Acrosec”), will be referred to as "the Company."

The Company’s common stock was first listed on the Over-the-Counter Bulletin Board, or "OTC Bulletin Board" in April 2003. It now trades on the OTCQB under the symbol "ACRI."

Since its inception, the Company has had no significant revenues and in accordance with ASC 915 codified from Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises”, the Company is considered a development stage company.

b. Going concern

The accompanying financial statements have been prepared assuming the Company will continue as a “going concern”. The company continues to incur losses ($ 54 thousands in the three months ended March 31, 2014 and $1,023 thousands in the year ended December 31, 2013) from operations and has a net capital deficiency of $331 thousands for the three months ended March 31, 2014 and $277 thousands in the year ended December 31, 2013) that raises substantial doubt about its ability to continue as a “going concern”.  Management’s plans with regard to these matters include financing from a major shareholder, Top Alpha Capital S.M. Ltd. (“Top Alpha”).  There is no assurance that the Company will be successful in obtaining sufficient revenues from its products or financing on terms acceptable to the Company.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2:-  SIGNIFICANT ACCOUNTING POLICIES

  a. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014. The accompanying consolidated financial statements and the notes thereto should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2013 included in the Company's Form 10-K filed March 28, 2014.

F-5

ACRO INC. (A Development Stage Company)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

US Dollars

Note 2:-   SIGNIFICANT ACCOUNTING POLICIES (cont.)

  b. Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions management is required to make. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary.  Actual results could differ from those estimates.

  c. Financial Statements in U.S. dollars

The majority of the Company's financing is received in U.S. dollars. Accordingly, the Company has determined the U.S. dollar as the currency of its primary economic environment and thus, its functional and reporting currency. Non-dollar transactions and balances have been re-measured into U.S. dollars. All transaction gains and losses from the re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate.

d. Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned Israeli subsidiary, Acrosec Ltd. ("Acrosec"). All material intercompany transactions and balances have been eliminated in consolidation.

e. Exchange Rates

Exchange and linkage differences are charged or credited to operations as incurred.

Exchange rates:

	March 31,		December 31,
	2014		2013
New Israeli Shekel (NIS)	$	0.287	$	0.288

	Three Months Ended March 31,
Increase (Decrease) in Rate of Exchange:		2014		2013
NIS		(0.34	%)	2.24	%

Note 3: – RELATED PARTIES TRANSACTIONS

a.	On April 1, 2012, the Company approved a contract with the Company CEO, President and CFO, Mr. Porat, at an annual salary of $ 70,000. The term of employment was for two years, effective as of February 1, 2012.
b.	On February 1, 2014 the Company approved a new employment agreement with Mr. Porat. Pursuant to this new employment agreement, Mr. Porat shall continue to serve as President, CEO and CFO of the Company at an annual salary of $90,000. The new employment agreement is effective as of February 1, 2014 and shall be in effect for a term of two years.
	During the three-month period ended March 31, 2014 and 2013, the Company incurred an expense of $20,833 and $17,500, respectively, for consulting services provided by Mr. Porat.

Note 4: –      OTHER SIGNIFICANT CURRENT PERIOD EVENTS

a. See Note 3b.

* * * * * * * *

F-6

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

You should read the following discussion in conjunction with our consolidated financial statements and related notes thereto. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause actual results to differ materially from management’s expectations. Our actual results could differ materially and adversely from those anticipated in such forward-looking statements as a result of certain factors

This quarterly report contains forward-looking statements as that term is defined in the Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  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 that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

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.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.  In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars.  All references to “common stock” refer to our shares of common stock.

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

General

We develop and market products for the detection of military and commercial explosives for the homeland security market. We were incorporated under the laws of the State of Nevada on May 22, 2002, under the name of Medina International Corp. On May 4, 2006, we changed our name to ACRO Inc. We effected this change of name by merging our company with a wholly-owned subsidiary of our company that we had formed specifically for this purpose. We have a wholly-owned subsidiary, Acrosec Ltd. (Acrosec), incorporated under the laws of the State of Israel. Effective January 1, 2009, we entered into an Intellectual Property Assignment and Services Termination Agreement with our wholly owned subsidiary, Acrosec Ltd., pursuant to which, among others, we effected a transfer of all of our intellectual property, including patents and technology, to Acrosec, in consideration for an amount representing the value of the intellectual property as will be determined by an independent third-party appraiser selected by us and Acrosec. Concurrently, the services agreement between us and Acrosec, dated March 7, 2007, pursuant to which Acrosec provided us certain research, development, manufacturing and management services, was terminated. The Intellectual Property Assignment and Services Termination Agreement effectively render ACRO as a holding company.

Initially, our business had been to provide professional consulting services for the technical and economic evaluation of petroleum and natural gas resources.  However, since we were not successful in implementing our initial business plan for consulting services, we decided to no longer offer consulting services to oil and gas companies.  Accordingly, on March 15, 2006, we completed our acquisition of a patent for $120,000 pursuant to a patent purchase agreement with Prof. Ehud Keinan, which we refer to here as the Patent Purchase Agreement. The patent, U.S. Patent No. 6,767,717, describes a method of detection of peroxide-based explosives.

 We are a development stage company with little history of research and development of explosives detection equipment. We are currently contemplating to cease our current operations and purchase new technologies.

As of March 31, 2014, we had not realized any significant revenues from operations.

2

Recent Business Developments

On March 6, 2014, we entered into an amendment to the June 30, 2012 Convertible Promissory Note issued to Top Alpha Capital S.M. Ltd. (“Top Alpha”), an Israeli company and ACRO’s controlling shareholder (the "2012 Note").  Pursuant to the terms of the 2012 Note, the loan provided by Top Alpha to ACRO was due and payable on December 31, 2013.  In accordance with the amendment, the due date for the note has been extended to December 31, 2014, and in consideration for this extension, the conversion rate has been amended from one (1) share of Common Stock for each $0.0165383 principal amount of the note and accrued interest, to one (1) share of Common Stock for each $0.001 principal amount of the note and accrued interest.

On February 26, 2014, we entered into a new employment agreement with Asaf Porat, our President, Chief Executive Officer, and Chief Financial Officer.  Pursuant to this new employment agreement, Mr. Porat shall continue to serve as President, Chief Executive Officer, and Chief Financial Officer of the Company at an annual salary of $90,000.  The new employment agreement is effective as of February 1, 2014, and shall be in effect for a term of two years. The remaining terms of Mr. Porat's new employment agreement are substantially the same as the terms of Mr. Porat's prior employment agreement with ACRO.

Reverse Split

In January 2012, we effectuated a ten for one (10:1) reverse stock split. As a result, the outstanding common stock of ACRO, Inc. decreased from 193,487,806 to 19,349,000.

2011 Private Placement

On July 5, 2011, we entered into a share purchase agreement (the "Agreement") with Top Alpha, an Israeli corporation, for the sale of 96,613,788 shares of our common stock, representing 49.9% of our outstanding share capital, for the total consideration of US$160,000 ("Transaction"). The purchase price was funded by available funds. Top Alpha is a non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and the issuance of the shares was made in an offshore transaction relying on Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.  The share purchase closed on July 28, 2011.

Pursuant to the Agreement, simultaneously with the closing of the Transaction, convertible notes held by BioTech Knowledge LLC, a company owned by Professor Keinan, in the aggregate amount of $185,774, were converted into 23,221,750 shares of our common stock.

Pursuant to the Agreement,aslong as Mr. Aner and Mr. Bronfeld continue to hold any of our shares that they held as of the closing, they shall have the right to veto any transaction with Top Alpha, e.g, the issuance of shares or compensation to Top Alpha.  This veto right shall terminate upon any of the following events: (a) a merger between ACRO and another entity; (b) an asset acquisition by ACRO; (c) ACRO’s purchase of shares of another entity, or (d) acquisition by a third party of a controlling interest in ACRO.

Employees

Mr. Asaf Porat serves as the President, Chief Executive Officer and Chief Financial Officer of ACRO, Inc.  In February 2014, we entered into a new employment agreement with Mr. Porat, pursuant to which he receives an annual salary of $90,000.  As of March 31, 2014, we owed Mr. Porat $155,000 in accrued and unpaid salary.

Mr. Porat is an employee of Top Alpha, our largest shareholder.

Cash Requirements

We believe that we will need additional funds to continue operations over the next twelve months, to implement our plan of operation, and to develop and commercialize our potential explosive detection device.  We expect that we may have to raise funds through additional offerings of our securities.

As of March 31, 2014 we had working capital deficit of approximately $330,751. We are now operating under a minimal activity note, until we successfully raise additional funds or receive a significant order for our products.  We anticipate that we will require additional funds of up to approximately $200,000 to keep operating our business for the next twelve-month period. In such event that we do not generate sufficient revenues or raise sufficient additional funds by a public offering or a private placement, we will consider alternative financing options, if available, or be forced to cease our operations.

3

Our Products

Our first product is called the Peroxide Explosives Tester (ACRO-P.E.T.). ACRO-P.E.T. is a small, disposable, pen-like probe which detects the presence of peroxide-based explosives using three chemical solutions and relies on direct contact with the suspicious substance. ACRO-P.E.T. has been designed for rapid, on-site detection of peroxide-based explosives. Its main advantages are high sensitivity, high selectivity, fast response, simple operation, high mobility, small size and cost effectiveness. In November 2006, we completed the first production of the ACRO-P.E.T. for evaluation by potential customers. In 2007, we developed a new version of ACRO-P.E.T. which enables easier verification of peroxide-based explosives, such as triacetone triperoxide (TATP). In addition, in the new version we improved the sampling device to enable easy and immediate sampling of suspicious liquids, in addition to all other forms of explosives, such as powder. The new version has been available for sale since mid-2007.

In addition, we developed the ACRO-N.E.T. (Nitride Explosives Tester), which detects the presence of commercial and military explosives. ACRO-N.E.T. incorporates into our pen-like device the explosive testing kit of the Israel Institute for Biological Research (IIBR), licensed to us under an agreement dated October 28, 2007, with a subsidiary of IIBR called Life Science Research Israel Ltd. (LSRI). ACRO-N.E.T. is based on the LSRI explosive detecting kit, called ETK. The ETK is capable of identifying the full range of well known types of military and commercially available explosives, and also of homemade explosives based on nitrate and chlorate salts. This device, ACRO-N.E.T., complements ACRO-P.E.T. by providing the possibility to detect explosives other than TATP. Its operation system and advantages are the same as the ACRO-P.E.T.; however, it uses different solutions and detects different explosives. We also signed several agreements with LSRI pursuant to which we may distribute the ETK and ETK 5, exclusively, in several countries. The ETK’s kits complete our products.

The ACRO-S.E.T. is a sensitive, rapid and reliable kit for field detection and identification of trace explosives. Weighing about one-quarter of a pound, this kit contains the ACRO-P.E.T., which detects improvised explosives such as TATP, and the ACRO-N.E.T., which detects the entire range of the nitro explosives including all conventional explosives, the improvised ammonium nitrate, ANFO, and urea nitrate. Conveniently packed in a belt pouch, the ACRO-S.E.T. is, in effect, a portable, inexpensive micro-laboratory for identification of all explosives by any law enforcement personnel.

Since the fourth quarter of 2007, we have delivered samples of ACRO-S.E.T. to several distributors and potential clients in many countries including the USA, UK, China, Canada, Spain, Singapore, Japan, South Africa, Australia, Serbia, Italy, Germany, Luxemburg, South Korea, India, New Zealand and Russia. During 2010, we had sales in the aggregate amount of $79,227, in 2011, we had sales of $3,300, in 2012 through March 31, 2014 we had sales of $0.

ACRO-N.E.T. is based on the LSRI explosive detecting kit, called ETK Nevertheless, we cannot assure that ACRO-P.E.T. and ACRO-N.E.T. will gain commercial acceptance in the marketplace.

During 2008, we developed a product called “TATP Simulant”. The TATP Simulant is a hands-on tool of practicing detection and identification of peroxide based explosives such as TATP and HMTD. We delivered samples of TATP Simulant to several clients, but at this stage we cannot estimate the commercial value of this product, if any.

During 2009, we developed the ACRO-CH.E.T. (Chlorates Explosives Tester) which detects chlorate based explosives traces and the ACRO-U.E.T (Urea nitrate Explosives Tester) which detects the presence of urea nitrate traces. Both products have low false positive and negative alarm rates.

During the first quarter of 2010, we completed the development of ACRO-AN.E.T., a specific tester and a trace-detector of ammonium nitrate. The white crystals of ammonium nitrate are commonly used in agriculture as high-nitrogen fertilizer and are the main component of ammonium nitrate fuel oil (ANFO), an increasingly popular component of improvised explosive devices.

We are currently contemplating ceasing our current operations and purchasing new technologies.

4

Financial Condition, Liquidity and Capital Resources

Results of Operations: Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013.

We had no revenues for either the quarter ended March 31, 2013 nor the quarter ended March 31, 2014.

During the three months ended March 31, 2014, we incurred $24,680 of operating expenses, compared with $97,005 in operating expenses for the three months ended March 31, 2013, a decrease of $72,325 or approximately 74.56%.  We had interest and other expenses of $1,638 for the three months ended March 31, 2014, compared with interest and other expenses of $33,429 for the three months ended March 31, 2013, a decrease of $31,791.

We had no research and development or sales and marketing expenses for either quarter.  We incurred general and administrative expenses of $24,680 and $97,005 for the quarters ended March 31, 2014 and 2013, respectively.

We had a benefit reduction from loan expenses in the amount of $27,294 for the three months ended march 31, 2014.

We had a net loss of $53,612 for the three months ended March 31, 2014 compared with a net loss of $130,434 for the three months ended March 31, 2013, representing a decrease of $76,822.

Liquidity and Capital Resources

On June 30, 2012 we signed a loan agreement in the amount of $ 62,255 (that was increased to $94,834 and $71,274 as of September 30, 2013 and December 31 2012, respectively), in the form of a convertible promissory note, with Top Alpha Capital S.M Ltd ("Top Capital"), an Israeli company and ACRO’s controlling shareholder (the "2012 Note").  The 2012 Note accrued interest at the rate of 6% per annum, which is payable semi-annually on December and June. The above amount should have been paid on or before December 31, 2013.  The 2012 Note was convertible into up to 5,734,205 shares of our common stock, at a price $0.0165383 per share.  

On March 6, 2014, we entered into an amendment to the 2012 Note.  In accordance with the amendment, the due date for the note has been extended to December 31, 2014, and in consideration for this extension, the conversion rate has been amended from one (1) share of Common Stock for each $0.0165383 principal amount of the note and accrued interest, to one (1) share of Common Stock for each $0.001 principal amount of the note and accrued interest.

As of the date of this report, we have not paid any interest on this loan.

On January 29, 2013, Acrosec, a wholly owned subsidiary of ACRO, Inc., reached an agreement with the tax authorities in Israel pursuant to which the accumulated loss declared in 2011, in the amount of 2.2 million NIS, was discharged.

On December 18, 2012, the Company entered into a consulting agreement with Top Alpha, pursuant to which Top Alpha shall provide consulting services to the Company for six months. According to this agreement, Top Alpha is entitled to receive a monthly fee equal to 8.5% of the Company outstanding common stock per month as compensation for its services. The agreement terminated on June 17, 2013.

During the three month periods ended March 31, 2014, the Company incurred an expense of $70,507 for consulting services provided by Top Alpha.

As of March 31, 2014, we had a working capital deficit of approximately $330,751.

At March 31, 2014, we had total assets of $793, which consisted of receivables of $793.

From January 1, 2014 to March 31, 2014, we had sales of $0.

5

Going Concern

The continuation of our business is dependent upon our raising additional financial support or on our ability to purchase new technologies. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial or other loans, assuming those loans would be available, would increase our liabilities and future cash commitments.

We have historically incurred losses, and from inception through March 31, 2014, we have incurred losses of $5,517,379. Because of these historical losses, we will require additional working capital to develop our business operations.

There can be no assurance that additional funds will be available on terms acceptable to us, or at all. These conditions raise substantial doubt about our ability to continue to operate as a going concern. The audited financial statements attached to this annual report do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Critical Accounting Policies

Share Based Compensation

The Company accounts for stock-based awards to employees in accordance with (ASC) 718-10 and related interpretations, which requires all share-based payments to employees to be recognized based on their fair values.  The Company recorded the stock based compensation granted to a consultant on the date the consultant earned the awarded shares in the same manner as if the Company paid cash to the consultant for his services.

The Company accounts for convertible debt with a beneficial conversion feature in accordance with ASC 470-20, which requires the Company to recognize separately, at issuance, the embedded beneficial conversion feature in additional paid-in capital. The recognition is done by allocating a portion of the proceeds equal to the intrinsic value of that feature in additional paid-in capital. The intrinsic value is calculated as the difference between the effective conversion price of the convertible debt and the fair value of the shares at issuance date.

The Company accounts for intangible assets in accordance with ASC 360-10 under which recoverability of assets are tested whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

The financial hardship of the Company together with the difficulties in sales experienced in the recent year and lack of forecasted improvement, led the Company to evaluate the recoverability of its intangible assets. The result of the evaluation was the decision that the intangible assets are not recoverable and should be written off entirely.

6

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

Not applicable.   

Item 4. Controls and Procedures

As of the end of the period covered by this report, we performed an evaluation of the effectiveness of our disclosure controls and procedures that are designed to ensure that the material financial and non-financial information required to be disclosed in our annual report and filed with the Securities and Exchange Commission is recorded, processed, summarized and reported timely within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Act, is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on our evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d – 15(e) of the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report are effective at such reasonable assurance level.

There can be no assurance that our disclosure controls and procedures will detect or uncover all failures of persons within our company to disclose material information otherwise required to be set forth in our reports. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving the desired control objectives.

There were no changes in our internal controls over financial reporting identified with the evaluation thereof that occurred during the quarter ended March 31, 2014, that have materially affected, or are reasonable likely to materially affect our internal control over financial reporting.  

Part II — OTHER INFORMATION

Item 1. Legal Proceedings

There are no material legal proceedings to which we are a party, other than ordinary routine litigation incidental toour business.

Item 1A. Risk Factors

Not applicable.

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

None. 

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

7

Item 6. Exhibits

Exhibit No.	Description
3.1	Articles of Incorporation, as amended; incorporated by reference to Exhibit 3.1 to our registration statement on Form SB-2 filed November 21, 2003.
3.2	Bylaws (incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed on March 17, 2005 and March 21, 2005).
3.3	Certificate of Change Pursuant to NRS 78.209 filed with the State of Nevada effective as of January 25, 2006; Incorporated by reference to Exhibit 3.3 to our annual report on Form 10-K filed March 28, 2007.
3.4	Certificate of Change Pursuant to NRS 78.209 filed with the State of Nevada effective as of October 25, 2006; Incorporated by reference to Exhibit 3.4 to our annual report on Form 10-KSB filed March 28, 2007.
3.5	Certificate of Change Pursuant to NRS 78.209 filed with the State of Nevada effective as of October 30, 2006; Incorporated by reference to Exhibit 3.5 to our annual report on Form 10-KSB filed March 28, 2007
10.1	Employment Agreement by and between ACRO, Inc. and Asaf Porat, dated  February 1, 2014, incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed on February 26, 2014.
10.2	Amended Convertible Promissory Note dated March 6, 2014 issued by ACRO, Inc. to Top Alpha, incorporated by reference to Exhibit 2.1 our current report on Form 8-K filed on March 6, 2014.
31.1*	Section 302 Certification of the Sarbanes-Oxley Act of 2002 of Asaf Porat.
32.1*	Section 906 Certification of the Sarbanes-Oxley Act of 2002 of Asaf Porat

* Filed herewith

8

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.

	ACRO INC.
	(Registrant)
Date: May 11, 2014	By:	/s/ Asaf Porat
		Asaf Porat
		President, Chief Executive Officer & Director,
		Chief Financial Officer

9

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Asaf Porat, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Acro Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2014

/s/ Asaf Porat

Asaf Porat

Principal Executive Officer

Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Acro Inc. (the “Company”) on Form 10-Q for the fiscal quarter ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “report”), the undersigned, Asaf Porat, the Chief Executive Officer and the Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1.	The report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended, except for the audit of our financial statements by our independent registered public accounting firm; and
2.	The information contained in the report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Dated: May 11, 2014

By:	/s/ Asaf Porat
	Asaf Porat
	Chief Executive Officer and Chief Financial Officer

XML

Related Party Transactions

3 Months Ended

Mar. 31, 2014

Related Parties Transaction [Abstract]

RELATED PARTIES TRANSACTIONS

Note 3: –      RELATED PARTIES TRANSACTIONS

a. On April 1, 2012, the Company approved a contract with the Company CEO, President and CFO, Mr. Porat, at an annual salary of $ 70,000. The term of employment was for two years, effective as of February 1, 2012. b. On February 1, 2014 the Company approved a new employment agreement with Mr. Porat. Pursuant to this new employment agreement, Mr. Porat shall continue to serve as President, CEO and CFO of the Company at an annual salary of $90,000. The new employment agreement is effective as of February 1, 2014 and shall be in effect for a term of two years.   During the three-month period ended March 31, 2014 and 2013, the Company incurred an expense of $20,833 and $17,500, respectively, for consulting services provided by Mr. Porat.

XML

Significant Accounting Policies

3 Months Ended

Mar. 31, 2014

Significant Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

Note 2:-        SIGNIFICANT ACCOUNTING POLICIES

  a. Basis of Presentation

 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014. The accompanying consolidated financial statements and the notes thereto should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2013 included in the Company's Form 10-K filed March 28, 2014.

  b. Use of Estimates

 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions management is required to make. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary.  Actual results could differ from those estimates.

  c. Financial Statements in U.S. dollars

 The majority of the Company's financing is received in U.S. dollars. Accordingly, the Company has determined the U.S. dollar as the currency of its primary economic environment and thus, its functional and reporting currency. Non-dollar transactions and balances have been re-measured into U.S. dollars. All transaction gains and losses from the re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate.

  d. Principles of Consolidation

 The consolidated financial statements include the accounts of the Company and its wholly-owned Israeli subsidiary, Acrosec Ltd. ("Acrosec"). All material intercompany transactions and balances have been eliminated in consolidation.

  e. Exchange Rates

 Exchange and linkage differences are charged or credited to operations as incurred.

 Exchange rates:

	March 31, 2014		December 31,
			2013
New Israeli Shekel (NIS)	$	0.287	$	0.288
	Three Months Ended March 31,
Increase (Decrease) in Rate of Exchange:		2014		2013
NIS		(0.34%)		2.24%

XML

Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
CURRENT ASSETS:
Other accounts receivable	$ 793	$ 793
Property and equipment, net
TOTAL ASSETS	793	793
CURRENT LIABILITIES:
Related parties	301,500	275,182
Accounts payable	2,750	2,750
Related party - convertible promissory note	27,294
TOTAL CURRENT LIABILITIES	331,544	277,932
SHAREHOLDERS' DEFICIENCY:
Share capital - Common stock of $ 0.01 par value - 700,000,000 shares authorized; 19,349,000 shares issued and outstanding as of March 31, 2014 and December 31, 2013.	193,488	193,488
Additional paid-in capital	4,097,913	4,097,913
Capital reserve	895,227	895,227
Deficit accumulated during the development stage	(5,517,379)	(5,463,767)
TOTAL SHAREHOLDERS' DEFICIENCY	(330,751)	(277,139)
TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIENCY	$ 793	$ 793

XML

Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended		142 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$ (53,612)	$ (130,434)	$ (5,517,379)
AdAdjustments to reconcile net loss to net cash used in operating activities:
Services contributed by officers			3,500
Depreciation and amortization		223	267,048
Expenses for beneficial conversion feature	27,294		813,347
Stock-based compensation			1,118,263
Interest expenses	1,638	32,360	5,914
Income from settlement of liability			(299,000)
Changes in assets and liabilities:
Increase in pre-paid expensesand accounts receivables			(793)
Increase in related party and accounts payable	24,680	97,851	690,507
Net cash used in operating activities			(2,700,223)
CASH FLOWS FOR INVESTING ACTIVITIES:
Purchase and production of property and equipment			(147,048)
Purchase of intangible assets			(120,000)
Net cash used in investing activities			(267,048)
CASH FLOWS FROM FINANCING ACTIVITIES:
Decrease in convertible promissory note			(1,096)
Proceeds from issue of common stock			3,206,907
Offering costs			(238,540)
Net cash provided by financing activities			2,967,271
Decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period	0	0	0
APPENDIX A - Supplemental disclosure of non-cash financing activities and cash flow information:
Conversion of shareholders' loans to equity			19,000
Conversion of convertible promissory note to equity			$ 185,773

XML

General

3 Months Ended

Mar. 31, 2014

General [Abstract]

GENERAL

Note 1:-       GENERAL

  a. General

 ACRO Inc. (A Development Stage Company) was incorporated on May 22, 2002, under the laws of the State of Nevada, as Medina International Corp. On May 4, 2006, the Company changed its name to ACRO Inc. The Company was originally an oil and gas consulting company in Canada and in the United States. However, during 2006, following a change of control and a private placement financing, ACRO Inc. ceased to engage in oil and gas consulting and engaged in development of products for the detection of military and commercial explosives for the homeland security market.

 Hereinafter, ACRO Inc. and its wholly owned subsidiary in Israel Acrosec Ltd. (“Acrosec”), will be referred to as "the Company."

 The Company’s common stock was first listed on the Over-the-Counter Bulletin Board, or "OTC Bulletin Board" in April 2003. It now trades on the OTCQB under the symbol "ACRI."

 Since its inception, the Company has had no significant revenues and in accordance with ASC 915 codified from Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting by Development Stage Enterprises”, the Company is considered a development stage company.

  b. Going concern

 The accompanying financial statements have been prepared assuming the Company will continue as a “going concern”. The company continues to incur losses ($ 54 thousands in the three months ended March 31, 2014 and $1,023 thousands in the year ended December 31, 2013) from operations and has a net capital deficiency of $331 thousands for the three months ended March 31, 2014 and $277 thousands in the year ended December 31, 2013) that raises substantial doubt about its ability to continue as a “going concern”. Management’s plans with regard to these matters include financing from a major shareholder, Top Alpha Capital S.M. Ltd. (“Top Alpha”).  There is no assurance that the Company will be successful in obtaining sufficient revenues from its products or financing on terms acceptable to the Company.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

XML

Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Balance Sheets [Abstract]
Common stock; par value	$ 0.01	$ 0.01
Common stock; shares authorized	700,000,000	700,000,000
Common stock; shares issued	19,349,000	19,349,000
Common stock; shares outstanding	19,349,000	19,349,000

XML

Document and Entity Information	3 Months Ended
	Mar. 31, 2014	May 01, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	ACRO INC.
Entity Central Index Key	0001228386
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		19,349,000

XML

Consolidated Statements of Comprehensive Loss (Unaudited) (USD $)	3 Months Ended				142 Months Ended
	Mar. 31, 2014		Mar. 31, 2013		Mar. 31, 2014
Statements of Comprehensive Loss [Abstract]
Revenues					$ 227,803
Costs and expenses:
Research and development					(585,401)
Sales and marketing					(324,350)
General and administrative	(24,680)	[1]	(97,005)	[1]	(4,052,777)	[1]
Impairment of Intangible assets					(62,507)
Total operating expenses	(24,680)		(97,005)		(5,025,035)
Operating loss	(24,680)		(97,005)		(4,797,232)
Interest and other expenses, net	(1,638)		(33,429)		(138,205)
Expenses for Benefit Conversion Feature	(27,294)				(813,347)
Income from forgiveness of debts					299,000
Loss before taxes on income	(53,612)		(130,434)		(5,449,784)
Taxes on income					(67,595)
Net loss and net Comprehensive loss	$ (53,612)		$ (130,434)		$ (5,517,379)
Basic and diluted net loss per common share	$ 0.00		$ (0.01)		$ (0.65)
Nunumber of shares used in computing basic and diluted net loss per share	19,349,000		19,349,000		8,524,382

[1] * * Includes $0, $0 and $1,118,263 stock-based compensation for the three months periods ended March 31, 2014, 2013, and for the cumulative period from May 22, 2002 (date of inception) to March 31, 2014, respectively.

XML

Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2014

Significant Accounting Policies [Abstract]

Multiple foreign currency exchange rates

	March 31, 2014		December 31,
			2013
New Israeli Shekel (NIS)	$	0.287	$	0.288
	Three Months Ended March 31,
Increase (Decrease) in Rate of Exchange:		2014		2013
NIS		(0.34%)		2.24%

XML

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2014

Significant Accounting Policies [Abstract]

Basis of Presentation

a. Basis of Presentation

 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with Rule 8-03 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2014 are not necessarily indicative of the results that may be expected for the year ended December 31, 2014. The accompanying consolidated financial statements and the notes thereto should be read in conjunction with the Company's audited consolidated financial statements as of and for the year ended December 31, 2013 included in the Company's Form 10-K filed March 28, 2014.

Use of estimates

  b. Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The reported amounts of revenues and expenses during the reporting period may be affected by the estimates and assumptions management is required to make. Estimates and assumptions are reviewed periodically and the effects of revisions are reflected in the period that they are determined to be necessary.  Actual results could differ from those estimates.

Financial Statements in U.S. dollars

c. Financial Statements in U.S. dollars

 The majority of the Company's financing is received in U.S. dollars. Accordingly, the Company has determined the U.S. dollar as the currency of its primary economic environment and thus, its functional and reporting currency. Non-dollar transactions and balances have been re-measured into U.S. dollars. All transaction gains and losses from the re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statements of operations as financial income or expenses, as appropriate.

Principles of Consolidation

d. Principles of Consolidation

 The consolidated financial statements include the accounts of the Company and its wholly-owned Israeli subsidiary, Acrosec Ltd. ("Acrosec"). All material intercompany transactions and balances have been eliminated in consolidation.

Exchange Rates

  e. Exchange Rates

 Exchange and linkage differences are charged or credited to operations as incurred.

 Exchange rates:

	March 31, 2014		December 31,
			2013
New Israeli Shekel (NIS)	$	0.287	$	0.288
	Three Months Ended March 31,
Increase (Decrease) in Rate of Exchange:		2014		2013
NIS		(0.34%)		2.24%

XML

Related Party Transactions (Details) (USD $)	3 Months Ended		0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Feb. 01, 2014 CEO, President and CFO [Member]	Apr. 01, 2012 CEO, President and CFO [Member]
Related party transactions (Textual)
Annual salary of company CEO, President and CFO			$ 90,000	$ 70,000
Term of employment			2 years	2 years
Consulting services expense	$ 20,833	$ 17,500

XML

General (Details) (USD $)	3 Months Ended		12 Months Ended	142 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Mar. 31, 2014
General (Textual)
Net Income (loss)	$ (53,612)	$ (130,434)	$ (1,023,000)	$ (5,517,379)
Net capital deficiency	$ (330,751)		$ (277,139)	$ (330,751)

XML

Significant Accounting Policies (Details) (New Israeli Shekel (NIS) [Member])	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
New Israeli Shekel (NIS) [Member]
Exchange rates:
New Israeli Shekel (NIS)	0.287		0.288
Increase (Decrease) in Rate of Exchange:
NIS	0.34%	2.24%

XML

Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) (USD $)	3 Months Ended		142 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Mar. 31, 2014
Statements of Comprehensive Loss [Abstract]
Stock-based compensation			$ 1,118,263

XML

Other Significant Current Period Events

3 Months Ended

Mar. 31, 2014

Other Significant Current Period Events [Abstract]

OTHER SIGNIFICANT CURRENT PERIOD EVENTS

Note 4: –      OTHER SIGNIFICANT CURRENT PERIOD EVENTS

a.       See Note 3b.