UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2013 Or

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

	For the quarterly period ended September 30, 2013

	or

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

	For the transition period __________ to __________

~~[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period __________ to __________~~ Commission File Number: 333-136372

Znomics, Inc.

(Exact name of registrant as specified in its charter)

Nevada	52-2340974
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

301 Carlson Parkway, Suite 103

Minneapolis, MN 55305

(Address of principal executive offices, including zip code)

(952) 253-6032 (Registrant’s telephone number) _______________________________________________________________ (Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (~~Former~~1) ~~name,~~filed ~~former~~all ~~address~~reports ~~and~~required ~~former~~to ~~fiscal~~be ~~year,~~filed ifby ~~changed~~Section ~~since~~13 ~~last~~or ~~report~~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 [] Yes [X] No

Indicate by check mark whether the registrant ~~(1)~~has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T(§232.405 ~~Exchange Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the ~~issuer~~registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has been subject to~~ such ~~filing requirements for the past 90 days~~files). ~~[ ]~~ Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its 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).

[X] Yes [ ] No

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [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: Common shares outstanding of 5557,~~145~~246,~~892~~690 as of ~~July~~October 3130, 2013.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements (unaudited)	3
F-1	Balance Sheets as of ~~June~~September 30, 2013 and December 31, 2012	3
F-2	Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2013 and 2012	4
F-3	Statements of Cash Flows for the ~~six~~three and nine months ended ~~June~~September 30, 2013 and 2012	5
F-4	Notes to Financial Statements	6
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	1315
Item 4:	Controls and Procedures	1315
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	1415
Item 1A:	Risk Factors	1415
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	1415
Item 3:	Defaults Upon Senior Securities	1415
Item 4:	Mine Safety Disclosures	1415
Item 5:	Other Information	1416
Item 6:	Exhibits	1416
Signatures		17
Exhibit Index		18

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ZNOMICS, INC.

Balance Sheets (in thousands except share data)

(Unaudited)

Assets	~~June~~September 30, 2013			December 31, 2012
Current assets:
Cash	$	1641		$	26
Prepaid expenses		6			4
Total current assets		2247			30
Total assets	$	2247		$	30
Liabilities and Stockholders' Deficit
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable	$	23		$	5
Accrued liabilities		5948			41
Current maturities of secured promissory notes from certain stockholders		50			-
Total current liabilities		~~111~~101			46
Secured promissory notes from certain stockholders		125			150
Warrant liability		16			33
Total liabilities		~~252~~242			229
Stockholders' deficit:
Stockholders' equity (deficit):
Common stock, $0.001 par value, 90,000,000 shares authorized, 52,519,896 shares issued and outstanding at June 30, 2013 and December 31, 2012		53			53
Common stock, $0.001 par value, 90,000,000 shares authorized, 57,246,690 and 52,519,896 issued and outstanding at September 30, 2013 and December 31, 2012, respectively		57			53
Preferred stock, $0.001 par value, 10,000,000 shares authorized, none outstanding		-			-
Additional paid-in capital		6,~~403~~489			6,403
Accumulated deficit		(6,~~686~~741	)		(6,655	)
Total stockholders' deficit		(~~230~~195	)		(199	)
Total liabilities and stockholders' deficit	$	2247		$	30

The accompanying notes are an integral part of these condensed financial statements.

ZNOMICS, INC.

Condensed Statements of Operations (in thousands except share data)

(Unaudited)

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2013 and 2012

	Three months ended						~~Six~~Nine months ended
	June 30						June 30
	September 30						September 30
	2013			2012			2013			2012
Revenue	$	-		$	-		$	-		$	-
General and administrative expense		3753			1268			4497			2694
Loss from operations		(3753	)		(1268	)		(4497	)		(2694	)
Other income (expense):
Interest expense		(2	)		(1	)		(46	)		(23	)
Gain on fair value adjustment of warrant liability		-			-			17			-
Total other income (expense)		(2	)		(1	)		1311			(23	)
Loss before income taxes		(39	)		(13	)		(31	)		(28	)
Loss before income tax		(55	)		(69	)		(86	)		(97	)
Income taxes		-			-			-			-
Income tax expense		-			-			-			-
Net loss	$	(3955	)	$	(1369	)	$	(3186	)	$	(2897	)
Net loss per share -- Basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average common shares outstanding:
Basic and diluted		5255,~~519~~208,~~896~~688			52,519,896			5253,~~519~~426,~~896~~009			52,519,896

The accompanying notes are an integral part of these condensed financial statements.

ZNOMICS, INC.

Statements of Cash Flows (in thousands)

(Unaudited)

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2013 and 2012

	Six Months Ended June 30
	Nine Months Ended September 30
	2013			2012
Cash flows from operating activities:
Net loss	$	(3186	)	$	(2897	)
Adjustments to reconcile net loss to net cash from operations:
Stock-based compensation charges		-			2
Gain on fair value adjustment of warrant liability		(17	)		-
Changes in operating assets and liabilities:
Prepaid expenses		(2	)		(84	)
Accounts payable		(32	)		(2	)
Accrued liabilities		187			(717	)
Net cash used in operating activities		(35100	)		(4384	)
Cash flows from investing activities:		-			-
Cash flows from financing activities:
Proceeds from issuance of debt		25			25
Proceeds from issuance of common stock		90			-
Net cash provided by financing activities		25			25
Proceeds from issuance of debt		25			75
Net decrease in cash and cash equivalents		(10	)		(18	)
Net cash provided by financing activities		115			75
Net increase (decrease) in cash and cash equivalents		15			(9	)
Cash at beginning of period		26			37
Cash at end of period	$	1641		$	1928
Supplemental disclosures:
Cash paid for interest	$	-		$	-

The accompanying notes are an integral part of these condensed financial statements.

ZNOMICS, INC.

Notes to Financial Statements

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Znomics, Inc. ("the Company") was engaged in the business of drug discovery with a cutting-edge biotechnology platform that leveraged medicinal chemistry with the unique attributes of the zebrafish. In April 2009, the Company terminated its operations. The Company subsequently disposed of this developmental stage business in 2009 and 2010 prior to it having generated any significant revenues. As the Company is no longer developing any specific business, it no longer refers to itself as a development stage company and accordingly, no longer presents cumulative financial information. The Company is now considered a public shell company with no current business activity.

The Company has now focused its efforts on seeking a ~~new~~ business opportunity. The Company is attempting to locate and negotiate with a business entity for the merger of that target company into the Company. In certain instances, a target company may wish to become a subsidiary of the Company or may wish to contribute assets to the Company rather than merge. No assurances can be given that the Company will be successful in locating or negotiating with any target company. The Company will provide a method for a private company to become a reporting (“Public”) company whose securities are qualified for trading in the United States secondary market.

Basis of Presentation

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). However, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed, or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, the financial statements include all adjustments consisting of normal, recurring adjustments necessary for the fair presentation of the results of the interim periods presented. These condensed financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended December 31, 2012 as included in the Company’s 2012 Annual Report on Form 10-K, dated August 14, 2013.

Estimates

The preparation of financial statements in conformity with GAAP requires us to make certain estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. We update these estimates, assumptions and judgments as appropriate, which in most cases is at least quarterly. We use our technical accounting knowledge, cumulative business experience, judgment and other factors in the selection and application of our accounting policies. While we believe the estimates, assumptions and judgments we use in preparing our financial statements are appropriate, they are subject to factors and uncertainties regarding their outcome and therefore, actual results may materially differ from these estimates.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash, prepaid expenses, accounts ~~payable~~payables, accrued expenses and notes payable. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The Company considers the carrying values of its financial instruments in the financial statements to approximate fair value as interest rates on the notes payable approximate current rates and the current assets and liabilities are short-term in nature.

Derivative Financial Instruments

The Company has a derivative liability which is accounted for at fair value. The fair value of the Company’s derivative liability is estimated at each balance sheet date and changes in fair value are reflected as a gain or loss in the statement of operations. The Company utilizes a Black-Scholes option pricing model to estimate fair values of its derivative liability.

This derivative liability is also marked-to-market prior to any related exercises, modifications, or extinguishments with any necessary changes in fair value from the prior balance sheet date being reflected as a gain or loss in the statement of operations. The carrying value of the liability is eliminated upon extinguishment, converted to equity upon an exercise, or adjusted as may be necessary in a modification.

ZNOMICS, INC.

Notes to Financial Statements

Derivative Financial Instruments

Income Taxes

Income taxes are provided for using the liability method of accounting. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

We account for income taxes pursuant to Financial Accounting Standards Board guidance. This guidance prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. We believe our income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves, or related accruals for interest and penalties have been recorded at September ~~June~~ 30, 2013 and December 31, 2012. In accordance with the guidance, the Company has adopted a policy under which, if required to be recognized in the future, interest related to the underpayment of income taxes will be classified as a component of interest expense and any related penalties will be classified in operating expenses in the statements of operations. The Company has three open years of tax returns subject to examination from ~~2009~~2010 and forward.

Stock-Based Compensation

The Company recognizes the cost of stock-based compensation plans and awards in operations on a straight-line basis over the respective vesting period of the awards. The Company measures and recognizes compensation expense for all stock-based payment awards made to employees and directors. The compensation expense for the Company's stock-based payments is based on estimated fair values at the time of the grant.

The Company estimates the fair value of stock-based payment awards on the date of grant using an option pricing model. These option pricing models involve a number of assumptions, including the expected lives of stock options, the volatility of the public market price for the Company's common stock and interest rates. The Company is using the Black-Scholes option pricing model to estimate the fair value of its options. Stock-based compensation expense recognized during the period is based on the value of the portion of stock-based payment awards that are ultimately expected to vest.

ZNOMICS, INC.

Notes to Financial Statements

Net Income (Loss) Per Share

Basic net income (loss) per share is calculated by dividing the net income (loss) for the period by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by dividing net income (loss) for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include options granted pursuant to the Company's stock option plan and stock warrants.

For the periods ended ~~June~~September 30, 2013 and 2012, options and warrants exercisable representing common stock equivalents were excluded from the calculation of the diluted net loss per share as their effect would have been anti-dilutive.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and items defined as other comprehensive income (loss). Items defined as other comprehensive income (loss) include items such as foreign currency translation adjustments and unrealized gains and losses on certain marketable securities. For the three and nine ~~six~~ months ended ~~June~~September 30, 2013 and 2012, there were no adjustments to net loss to arrive at comprehensive loss.

Recent Accounting Pronouncements

ZNOMICS, INC.

Notes to Financial Statements

None that are applicable.

NOTE 2. GOING CONCERN

The Company's financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business. We have incurred substantial losses since our inception. As of ~~June~~September 30, 2013, our accumulated deficit was approximately $6.7 million. Financial results for fiscal 2012 reflected a loss from operations of $109,000 and we incurred a loss from operations of $97,000 for the nine months ended September 30, 2013. We expect to continue to incur net losses as we incur expenses related to seeking a business opportunity and our ongoing costs of being a public reporting company. Because we have no revenues, we plan to use our current cash reserves, which came from the cash received from advances under the Discretionary Notes (see Note 3) and equity sales of our common stock, as well as potential future advances under the Discretionary Notes and equity contributions to fund our ongoing operating costs.

Our ability to continue as a going concern is dependent on our success at finding an acquisition candidate in a timely manner. We believe our cash position at ~~June~~September 30, 2013 and advances expected under the Discretionary Notes and equity sales of our common stock, should allow us to fund operations for at least the next 12 months, and through the date a target company merges into the Company.

However, the current financing environment in the United States is challenging and we can provide no assurances that we could raise capital either to continue our operations or to finance an acquisition. The sale of our securities or the expectation that we will sell additional securities may have an adverse effect on the trading price of our common stock. Further, notwithstanding the Discretionary Notes, we cannot be certain that additional financing will be available when and as needed. If financing is available, it may be on terms that adversely affect the interests of our existing stockholders. If adequate financing is not available, we may need to reduce or eliminate our efforts to find an acquisition opportunity. These factors could significantly limit our ability to continue as a going concern and cause us to investigate other strategic options, including bankruptcy. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3. DISCRETIONARY ADVANCE SECURED PROMISSORY NOTES

On February 10, 2010, the Company executed Discretionary Advance Secured Promissory Notes (the “Discretionary Notes”) in favor of various stockholders of the Company, with some being officers and directors, who may make advances to the Company from time to time. The amounts due under the Discretionary Notes accrue interest at an annual rate of 5% and are due on the earlier to occur of a business combination between the Company and an operating business and three years from each loan advance, or upon the Company’s insolvency or a material breach of the Stock Purchase Agreement. The Discretionary Notes are secured by all of the Company’s assets. Advances totaling $175,000 have been received under the Discretionary Notes and remain outstanding at ~~June~~September 30, 2013. Accrued interest of $912,~~700~~000 is also due as of ~~June~~September 30, 2013.

NOTE 4. ~~Warrant~~ WARRANT ~~Liability~~LIABILITY

During 2012, the Company re-reviewed the provisions on all of its outstanding warrants issued originally in 2009 and amended in 2010 and determined that because such warrants could potentially be settled in cash upon a Fundamental Transaction (as defined in the applicable warrant agreement), they should have been accounted for as a derivative liability at fair value with changes in fair value reflected in operating results. Cumulatively since the date of issuance to December 31, 2012, the fair value of these warrants decreased by $68,000 to a December 31, 2012 fair value of $33,000. The Company recorded a fourth quarter 2012 adjustment for all of its prior accounting treatment for these warrants. No periods since issuance through December 31, 2012 were materially impacted by the previous accounting.

At issuance and each balance sheet date, the Company estimates the fair value of these warrants using the Black-Scholes option pricing model. Changes in fair value are recorded as a non-cash valuation adjustment in the Company's statements of operations. The Black-Scholes valuation model inputs for the nine months ended September 30, 2013 are as follows:

Risk free interest rates			0.95%
Expected dividend yield			0.0%
Expected stock volatility			195.0%
Expected term of warrants in years	5.8	-	6.1

Expected volatility is based upon the observed historical trades of the Company’s common stock. The expected term of the warrants is based on the remaining terms of the warrants. The risk-free rate of return is based on the U.S. Treasury security rates for maturities consistent with the expected term of the warrants.

ZNOMICS, INC.

Notes to Financial Statements

Risk free interest rates			0.95%
Expected dividend yield			0.0%
Expected stock volatility			195.0%
Expected term of warrants in years	5.8	-	6.1

Potential future increases in the estimated fair value of these warrants will result in losses being recognized in our statements of operations in future periods. Conversely, potential future declines in the estimated fair value of these warrants will result in gains being recognized in our statement of operations in future periods. Neither of these potential gains or losses will have any impact on our cash balance, liquidity or cash flows from operations.

The following table sets forth the changes in the Company's derivative warrant liability for the periods indicated:

Date	Description	Number of Warrants		Warrant Liability, in thousands
December 31, 2011	Balance of warrant liability at December 31, 2011		-	$	-
	Fair value of warrants reclassified to warrant liability during 2012		1,686,510		101
	Fair value of warrants reclassified from equity to warrant liability during 2012		1,686,510		101
	Change in fair value of warrant liability for the year ended December 31, 2012		-		(68	)
December 31, 2012	Balance of warrant liability at December 31, 2012		1,686,510		33
	Change in fair value of warrant liability for the six months ended June 30, 2013		-		(17	)
	Change in fair value of warrant liability for the nine months ended September 30, 2013		-		(17	)
June 30, 2013	Balance of warrant liability at June 30, 2013		1,686,510	$	16
September 30, 2013	Balance of warrant liability at September 30, 2013		1,686,510	$	16

NOTE 5. ~~Fair~~FAIR ~~Value~~VALUE ~~Measurements~~MEASUREMENTS

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Entities are required to use a fair value hierarchy which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. There are three levels of inputs that may be used to measure fair value:

Level 1 -

Inputs use quoted prices in active markets for identical assets or liabilities.

Level 2 -

Inputs use other inputs that are observable, either directly or indirectly, other than Level 1 prices, such as quoted prices for similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 -

Inputs are unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

Level 3 Valuation Techniques

The warrant liability is classified as Level 3 within the fair value hierarchy as its fair value is measured using the Black-Scholes option pricing model with several unobservable and estimated inputs, supported by little or no market activity. The Black-Scholes valuation model inputs for the nine months ended September 30, 2013 are as follows:

Risk free interest rates			0.95%
Expected dividend yield			0.0%
Expected stock volatility			195.0%
Expected term of warrants in years	5.8	-	6.1

ZNOMICS, INC.

Notes to Financial Statements

Level 3 Valuation Techniques

The warrant liability is classified as level 3 within the fair value hierarchy as its fair value is measured using the Black-Scholes option pricing model with several unobservable and estimated inputs, supported by little or no market activity. The Black-Scholes valuation model inputs for the six months ended June 30, 2013 are as follows:

Risk free interest rates			0.95%
Expected dividend yield			0.0%
Expected stock volatility			195.0%
Expected term of warrants in years	5.8	-	6.1

Significant increases (decreases) in any of those inputs in isolation could result in a significantly different fair value measurement. Generally a change in the assumption used for expected term is accompanied by a directionally similar change in the assumptions used for expected volatility and risk-free interest rate.

The valuation methods described above may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation method is appropriate and consistent with similar instruments, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

Liabilities measured at fair value on a recurring basis at ~~June~~September 30, 2013 are as follows, in thousands:

		Quoted Prices in Active Markets for Identical Liabilities (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)				Balance at ~~June~~September 30, 2013
Warrant liability		$	-			$	-			$	16			$	16

Liabilities measured at fair value on a recurring basis at December 31, 2012 are as follows, in thousands:

	Quoted Prices in Active Markets for Identical Liabilities (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Balance at December 31, 2012

Warrant liability	$	-	$	-	$	33	$	33

There were no ~~warrants~~warrant transfers between fair value levels during the ~~six~~nine months ended ~~June~~September 30, 2013.

The following table details the activity of our warrant liability measured at fair value, whose fair values are determined by Level 3 inputs, in thousands:

Balance, December 31, 2011	$	-
Balance, December 31, 2012	$	33
Fair value of warrants reclassified to liability		101
Gain on change in fair value of warrant liability recorded in other income (expense)		(68	)
Balance, December 31, 2012		33
Gain on change in fair value of warrant liability recorded in other income (expense)		(17	)
Balance, June 30, 2013	$	16
Balance, September 30, 2013	$	16

The gain recorded in other income, for ~~level~~Level 3 liabilities still held at ~~June~~September 30, 2013 ~~and December 31, 2012~~ was $~~68,000 and $~~17,000~~, respectively~~.

NOTE 6. ~~SUBSEQUENT~~STOCKHOLDERS' ~~EVENTS~~EQUITY

On July 1, 2013, ~~subsequent~~the tostockholders, ~~quarter~~including ~~end,~~officers ~~the~~and ~~stockholders~~directors who have made the above noted advances, ~~under~~contributed ~~the~~$50,000 ~~Discretionary~~in ~~Notes~~exchange for 2,625,996 shares of Znomics common stock. In addition, on September 26, 2013, these same stockholders contributed $5040,000 in exchange for 2,~~625~~100,~~996~~798 shares of Znomics common stock. Both common stock sales were made at $0.019 per share.

ZNOMICS, INC.

Notes to Financial Statements

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements generally are identified by the words "believes," "project," "expects," "anticipates," "estimates," "intends," "strategy," "plan," "may," "will continue," "will likely result," and similar expressions. Our forward-looking statements in this report generally relate to: (i) our intent to locate and negotiate with an operating company that would merge into the Company; (ii) our expectations with respect to the costs of completing a merger; (iii) our current intent not to compensate management; (iv) ~~our~~ expectations with respect to results of operations in the 2013 fiscal year; (v) our intentions with respect to our internal controls; and (vi) our beliefs with respect to our cash requirements, expenses, and the adequacy of cash. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements, including but not limited to our ability to identify operating companies that show an interest in merging with a public shell, unexpected delays in negotiating an agreement with a merger candidate, unexpected cash requirements, and other factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Critical Accounting Policies and Estimates

In our ~~Form~~ 10-K filed with the Securities and Exchange Commission on August 16, 2013 for the year ended December 31, 2012, we identified critical accounting policies and estimates for our business that we are incorporating herein by reference.

Plan of Operation

Management’s current intention for the Company is to: (i) consider industries in which we may have an interest; (ii) seek and investigate potential businesses within the industries we select; and (iii) commence such operations through the acquisition of a "going concern" engaged in any industry selected.

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing as a public company and the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture.

On February 10, 2010, the Company executed Discretionary Advance Secured Promissory Notes (“the Discretionary Notes”) in favor of various stockholders of the Company who may make advances to the Company from time to time. The amounts due under the Discretionary Notes accrue interest at an annual rate of 5% and are due on the earlier to occur of a business combination between the Company and an operating business and three years from each loan advance, or upon the Company’s insolvency or a material breach of the Stock Purchase Agreement. The Discretionary Notes are secured by all of the Company’s assets. We believe that the terms of the Discretionary Notes are no less favorable to us than would be available from a commercial lender in an arm’s length transaction. Because of the uncertainty associated with seeking a business opportunity, it is impossible to predict the amount of any such loans. Advances totaling $175,000 are outstanding as of ~~June~~September 30, 2013. ~~In addition, on July 1, 2013, the stockholders who have made the above noted advances contributed $50,000 in exchange for 2,625,996 shares of Znomics common stock.~~

~~When~~ On ~~and~~July if1, an2013, ~~acquisition~~the ~~will be made is presently unknown and will depend upon various factors~~stockholders, including ~~but~~officers ~~not~~and ~~limited~~directors who tohave ~~funding~~made ~~and~~the ~~its~~above ~~availability~~noted ~~and~~advances, ifcontributed ~~and~~$50,000 ~~when~~in ~~any~~exchange ~~potential~~for ~~acquisition~~2,625,996 ~~may~~shares ~~become~~of ~~available~~Znomics tocommon usstock. In ataddition, ~~terms~~on ~~acceptable~~September to26, ~~us.~~2013, ~~The~~these ~~estimated~~same ~~costs~~stockholders ~~associated~~contributed ~~with~~$40,000 ~~reviewing~~in ~~and~~exchange ~~verifying~~for ~~information~~2,100,798 ~~about~~shares aof ~~potential~~Znomics ~~business~~common ~~venture~~stock. ~~would~~Both becommon ~~mainly~~stock ~~for~~sales ~~due~~were ~~diligence~~made ~~and~~at ~~the~~$0.019 ~~legal~~per ~~process~~share.

~~Results~~When ofand ~~Operations~~if ~~for~~an ~~the~~acquisition ~~Three-Month~~will ~~Periods~~be ~~Ended~~made ~~June~~is 30presently unknown and will depend upon various factors, ~~2013~~including but not limited to funding and ~~2012~~its availability and if and when any potential acquisition may become available to us at terms acceptable to us. The estimated costs associated with reviewing and verifying information about a potential business venture would be mainly for due diligence and the legal process.

Results of Operations for the Three-Month Periods Ended September 30, 2013 and 2012

Revenue

The Company had no revenue during the three months ended ~~June~~September 30, 2013 and September 30, 2012.

Operating Expenses

General and Administrative Expenses. Our operating expenses consist of general and administrative expenses. General and administrative expenses consist principally of professional fees for legal, consulting, and accounting services, primarily related to our public company status and costs associated with potential merger candidates. For ~~Selling~~the three month period ended September 30, 2013, we incurred approximately $48,000 for legal and accounting costs associated with a potential business combination. For the three month period ended September 30, 2012, we incurred approximately $58,000 for legal and accounting costs associated with a potential merger transaction that did not close. Total general and administrative expenses were $3753,000 and $1268,000 for the three months ended ~~June~~September 30, 2013 and 2012, respectively.

~~Results of Operations for the Six-Month Periods Ended June 30, 2013 and 2012~~12

~~Operating~~Results ~~Expenses~~of Operations for the Nine-Month Periods Ended September 30, 2013 and 2012

Revenue

The Company had no revenue during the ~~six~~nine months ended ~~June~~September 30, 2013 and September 30, 2012.

Operating Expenses

General and Administrative Expenses. Our operating expenses consist of general and administrative expenses. General and administrative expenses consist principally of professional fees for legal, consulting, and accounting services, primarily related to our public company status and ~~our~~costs ~~due~~associated ~~diligence~~with ~~efforts~~potential merger candidates. For ~~General~~the nine month period ended September 30, 2013, we incurred approximately $48,000 for legal and accounting costs associated with a potential business combination. For the nine month period ended September 30, 2012, we incurred approximately $58,000 for legal and accounting costs associated with a potential merger transaction that did not close. Total general and administrative expenses were $4497,000 and $2694,000 for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively.

Financing Activities

We have incurred substantial losses since our inception. As of ~~June~~September 30, 2013, our accumulated deficit was approximately $6.7 million. Financial results for the ~~second~~third quarter of 2013 reflect a loss from operations of $3753,000. We expect to continue to incur net losses as we incur expenses related to seeking a business opportunity and our ongoing costs of being a public reporting company. Because we have no revenues, we plan to use our current cash reserves, which came from the cash received from ~~advances~~sales ~~under~~of ~~the~~our ~~Discretionary~~common ~~Notes~~stock, as well as potential future advances under the Discretionary Notes and sales of common stock to fund our ongoing operating costs.

Our ability to continue as a going concern is dependent on our success at finding an acquisition candidate in a timely manner. We believe our cash position at ~~June~~September 30, 2013 and ~~equity~~advances ~~contributions~~expected ~~made~~under ~~subsequent~~the toDiscretionary ~~quarter~~Notes ~~end~~ and ~~advances~~ ~~expected~~equity ~~under~~sales ~~the~~of ~~Discretionary~~our ~~Notes~~common stock, should ~~will~~ allow us to fund operations for at least the next 12 months, and through the date a target company merges into the Company.

However, the current financing environment in the United States is challenging and we can provide no assurances that we could raise capital either to continue our operations or to finance an acquisition. The sale of our securities or the expectation that we will sell additional securities may have an adverse effect on the trading price of our common stock. Further, notwithstanding the Discretionary Notes, we cannot be certain that additional financing will be available when and as needed. If financing is available, it may be on terms that adversely affect the interests of our existing stockholders. These factors could significantly limit our ability to continue as a going concern and cause us to investigate other strategic options, including bankruptcy.

Liquidity and Capital Resources

As of ~~June~~September 30, 2013, the Company had total current assets equal to $2247,000, comprised of cash and prepaid expenses. This compares with total current assets of $30,000, as of December 31, 2012, comprised of cash and prepaid expenses. As of ~~June~~September 30, 2013, the Company had total current liabilities equal to $~~111~~101,000, comprised of accounts payable, accrued liabilities and current maturities of secured promissory notes. This compares to $46,000 inat ~~total current liabilities, as of~~ December 31, 2012, comprised of accounts payable and accrued liabilities. The Company can provide no assurance that it can continue to ~~satisify~~satisfy its cash requirements for at least the next ~~twelve~~12 months.

Cash Flows from Operating Activities

We used $35100,000 of cash in operating activities for the ~~six~~nine months ended ~~June~~September 30, 2013; aan ~~decrease~~increase of $816,000 compared to the ~~six~~nine months ended ~~June~~September 30, 2012. This ~~decrease~~increase in cash used is primarily aattributable ~~result~~to ofa anreduction ~~increase~~ in accrued ~~liabilities~~expenses ~~offset~~and by a ~~gain~~slight onincrease ~~fair~~in ~~value~~general ~~adjustment of warrant liability~~ and ~~changes~~administrative inexpenses ~~prepaid~~relating ~~expenses~~to ~~and~~the ~~accounts~~potential ~~payable~~business combination.

Cash Flows from Investing Activities

We had no investing activities during the ~~six~~nine months ended ~~June~~September 30, 2013 ~~and~~ or 2012.

Cash Flows from Financing Activities

We received $90,000 from the issuance of common stock and $25,000 of advances under the Discretionary Advance Secured Promissory Notes during the ~~sixth~~nine month ~~periods~~period ended ~~June~~September 30, 2013. This ~~and~~compares to $75,000 of cash received from advances under the Discretionary Advance Secured Promissory Notes during the nine months ended September 30, 2012.

Liquidity

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing as a public company and/or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business ventures, which may be advanced under the Discretionary Notes or through future stock sales. The amounts due under the Discretionary Notes accrue interest at an annual rate of 5% and are due on the earlier to occur of a business combination between the Company and an operating business and three years from each loan advance, or upon the Company’s insolvency or a material breach of the Stock Purchase Agreement. The Discretionary Notes are secured by all of the Company’s assets. We believe the ~~$25,000 of~~ cash ~~received in May, 2013 and the $50,000 received from the sale of common stock~~ on ~~July 1,~~hand ~~2013~~ and any potential future loans or equity contributions will be sufficient to meet our limited needs during the next twelve months. However, the stockholders are not obligated to make additional advances under the Discretionary Notes or equity contributions. If we require cash in addition to the amount currently on hand, there is no guarantee we will be able to obtain an adequate amount pursuant to the Discretionary Notes or equity contributions from our current shareholders, and there is no guarantee we will be able to obtain alternative financing on favorable terms, if at all.

Off Balance Sheet Arrangements

As of ~~June~~September 30, 2013, we did not have any off balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to provide the information required by this Part I Item 3.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness, as of ~~June~~September 30, 2013, of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. The purpose of this evaluation was to determine whether as of the evaluation date our disclosure controls and procedures were effective to provide reasonable assurance that the information we are required to disclose in our filings with the Securities and Exchange Commission, or SEC, under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. In performing the assessment for the quarter ended ~~June~~September 30, 2013, our management concluded that our disclosure controls and procedures were not effective to accomplish the foregoing, due to the material weakness in internal control over financial reporting that was first identified in 2009 and was most recently described in Item 9A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012. Specifically, a lack of segregation of duties in the financial reporting process.

Changes in Internal Controls

During the fiscal quarter ended ~~June~~September 30, 2013, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

ITEM 1A: RISK FACTORS

As a smaller reporting company, we are not required to provide the information required by this Part II Item 1A.

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

~~None~~On July 1, 2013, the Company issued an aggregate of 2,625,996 shares of common stock to certain holders of the Discretionary Notes in consideration of advances totaling $50,000. On September 26, 2013, the Company issued an additional 2,100,798 shares of common stock to holders of the Discretionary Notes in consideration of advances totaling $40,000. The Company relied on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, to make the offering inasmuch as the investors were accredited and there was no form of general solicitation or general advertising relating to the offer.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

~~None~~Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

See “Exhibit Index” on page 1418 of this Form 10-Q.

1416

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.

Znomics, Inc.

Date: ~~August~~October 1430, 2013

By: /s/ David G. Latzke

David G. Latzke

Title: Chief Financial Officer

1517

Exhibit Index

Znomics, Inc.

Form 10-Q

Three and Nine Months Ended ~~June~~September 30, 2013

Exhibit Number		Description of Exhibit

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

1618

Filing Compare · Znomics, Inc.