**UNITED      STATES **

**SECURITIES      AND EXCHANGE COMMISSION**
** **

**Washington,      D.C. 20549**

**FORM      10-Q/A**

**(Amendment      No. 2)**

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

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

*   *
**000-52691**

**MODIGENE      INC. **

|                                                                                                                                                   |   |                                                   |
|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------------------------------|
| **           ****Nevada****           ** |   | **   ****20-0854033   ** |
| (State                or other jurisdiction of incorporation or                organization)                                                      |   | (I.R.S.                Employer Identification No.)    |
|                                                                                                                                                   |   |                                                   |
| **3                Sapir Street, Weizmann Science Park**                                                                                               |   |                                                   |
| **Nes-Ziona,                Israel**                                                                                                                   |   | ** **** 74140 **** **              |
| (Address                of principal executive offices)                                                                                                |   | (Zip                Code)                              |

**(866)      644-7811**

| Large                accelerated filer | o                                                                                      | Accelerated                Filer         | o |
|----------------------------------------|----------------------------------------------------------------------------------------|------------------------------------------|---|
| Non-accelerated                filer   | o (Do                  not check if a smaller reporting                  company) | Smaller                reporting company | x |

*** ***

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**EXPLANATORY      NOTE**

*** ***

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**PART      I - FINANCIAL INFORMATION**

**ITEM      1.**
**Financial      Statements.**

**CONSOLIDATED      BALANCE SHEETS**

|                                                                                                                                                                                                                                                                                        |   |  March                31, |        | December                31, |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------------------------------|-------------|-----------------------------|--------|
|                                                                                                                                                                                                                                                                                        |   |  2008                     |        | 2007                        |   |
| **ASSETS**                                                                                                                                                                                                                                                                                  |   | (Unaudited)                    |        | (Restated)                  |   |
| **Current                Assets:**                                                                                                                                                                                                                                                          |   |                           |        |                        |   |
| Cash                and cash equivalents                                                                                                                                                                                                                                                    |   | $                              | 12,830,017  |                        | $      | 11,455,807 |   |
| Accounts                receivable and prepaid expenses                                                                                                                                                                                                                                     |   |                           | 108,897     |                        |   | 506,144 |   |
| Restricted                cash                                                                                                                                                                                                                                                              |   |                           | 93,618      |                        |   | 61,838 |   |
| **Total                current assets**                                                                                                                                                                                                                                                     |   |                           | 13,032,532  |                        |   | 12,023,789 |   |
| **Property                and equipment, net**                                                                                                                                                                                                                                              |   |                           | 232,871     |                        |   | 175,428 |   |
| **Long-term                Assets:**                                                                                                                                                                                                                                                        |   |                           |        |                        |   |   |   |
| Severance                pay fund                                                                                                                                                                                                                                                           |   |                           | 58,695      |                        |   | 33,685 |   |
| Long                term deposit                                                                                                                                                                                                                                                            |   |                           | 2,951       |                        |   | 2,951 |   |
| **Total                long term assets**                                                                                                                                                                                                                                                   |   |                           | 61,646      |                        |   | 36,636 |   |
| **Total                assets**                                                                                                                                                                                                                                                             |   | $                              | 13,327,049  |                        | $      | 12,235,853 |   |
|                                                                                                                                                                                                                                                                                        |   |                           |        |                        |   |   |   |
|                                                                                                                                                                                                                                                                                        |   |                           |        |                        |   |   |   |
| **LIABILITIES                AND SHAREHOLDERS’ EQUITY**                                                                                                                                                                                                                               |   |                           |        |                        |   |   |   |
| **Current                Liabilities:**                                                                                                                                                                                                                                                     |   |                           |        |                        |   |   |   |
| Short-term                bank credit                                                                                                                                                                                                                                                       |   | $                              | -           |                        | $      | 1,886 |   |
| Trade                payables                                                                                                                                                                                                                                                               |   |                           | 83,981      |                        |   | 142,462 |   |
| Related                party payables                                                                                                                                                                                                                                                       |   |                           | 25,938      |                        |   | 19,365 |   |
| Accrued                expenses and other liabilities                                                                                                                                                                                                                                       |   |                           | 168,173     |                        |   | 167,218 |   |
| **Total                current liabilities**                                                                                                                                                                                                                                                |   |                           | 278,092     |                        |   | 330,931 |   |
| **Accrued                severance pay**                                                                                                                                                                                                                                                    |   |                           | 65,293      |                        |   | 42,552 |   |
| **Commitments                and contingent liabilities**                                                                                                                                                                                                                                   |   |                           |        |                        |   |   |   |
| **Shareholders’                equity:**                                                                                                                                                                                                                                              |   |                           |        |                        |   |   |   |
| Stock                capital -                                                                                                                                                                                                                                                              |   |                           |        |                        |   |   |   |
| Preferred                stock of $ 0.00001 par value -10,000,000                shares of preferred stock authorized, 800,000 issued and                outstanding                                                                                                                        |   |                           | 8           |                        |   | - |   |
| Common                stock of $ 0.00001 par value -300,000,000                shares of common stock authorized35,549,028                and 35,435,266 shares issued and outstanding as of March 31, 2008                and                December                31,2007, respectively |   |                           | 355         |                        |   | 354 |   |
| Additional                paid-in capital *                                                                                                                                                                                                                                                 |   |                           | 26,604,103  |                        |   | 24,368,587 |   |
| (Deficit)                accumulated during the development stage *                                                                                                                                                                                                                         |   |                           | (13,620,802 | )                           |   | (12,506,571 | ) |
| **Total                shareholders’ equity**                                                                                                                                                                                                                                         |   |                           | 12,983,664  |                        |   | 11,862,370 |   |
| **Total                liabilities and shareholders’ equity**                                                                                                                                                                                                                         |   | $                              | 13,327,049  |                        | $      | 12,235,853 |   |

----

**CONSOLIDATED      STATEMENTS OF OPERATIONS**

**(Unaudited)**

|         |   |                                      |   | Period                from         |   |
|--------------|--------|-------------------------------------------|--------|------------------------------------|--------|
|         |   |                                      |   | May                31, 2005        |   |
|         |   | For                the three months ended |   | (date                of inception) |   |
|         |   | March                31,                  |   | to                March 31,        |   |
|         |   |  2008                                |   |  2007                         |   |  2008 |   |
|         |   | (Unaudited)                               |   | (Unaudited)                        |   | (Restated) |   |
| **Revenues** |   | $                                         | -      |                               | $      | - |   | $ | - |   |
|         |   |                                      |   |                               |   |   |   |   |   |   |

| **Operating                expenses:**                               |   |   |                  |   |   |                    |   |   |                        |   |
|----------------------------------------------------------------------|--------|--------|-----------------------|--------|--------|-------------------------|--------|--------|-----------------------------|--------|
|                                                                 |   |   |                  |   |   |                    |   |   |                        |   |
| In-process                research and development write-off         |   |   | -                     |   |   | -                       |   |   | *                3,222,831  |   |
| Research                and development, net                         |   |   | 740,510               |   |   | 228,394                 |   |   | 3,504,856                   |   |
| General                and administrative                            |   |   | 608,802               |   |   | 234,261                 |   |   | 7,516,361                   |   |
|                                                                 |   |   | 1,349,312             |   |   | 462,655                 |   |   | *                14,244,048 |   |
|                                                                 |   |   |                  |   |   |                    |   |   |                        |   |
| Operating                (loss)                                      |   |   | (1,349,312            | )      |   | (462,655                | )      |   | *(14,244,048                | )      |
|                                                                 |   |   |                  |   |   |                    |   |   |                        |   |
| Financial                income                                      |   |   | 235,659               |   |   | 3,072                   |   |   | 638,997                     |   |
| Financial                (expenses)                                  |   |   | (                578  | )      |   | (                26,898 | )      |   | (                15,751     | )      |
| Net                (loss)                                            |   | $      | (1,114,231            | )      | $      | (486,481                | )      | $      | *(13,620,802                | )      |
|                                                                 |   |   |                  |   |   |                    |   |   |                        |   |
| (Loss)                per share                (basic & diluted) |   | $      | (                0.03 | )      | $      | (                0.04   | )      | $      | *                ( 0.67     | )      |
|                                                                 |   |   |                  |   |   |                    |   |   |                        |   |
|                                                                 |   |   |                  |   |   |                    |   |   |                        |   |
|                                                                 |   |   |                  |   |   |                    |   |   |                        |   |
|                                                                 |   |   |                  |   |   |                    |   |   |                        |   |
| Weighted                average number of shares outstanding         |   |   | 35,473,187            |   |   | 13,588,552              |   |   | 20,468,444                  |   |

----

**CONSOLIDATED      STATEMENTS OF CASH FLOWS**

**(Unaudited)**

|                                                                                       |   |                                      |                     |                               |   | Period                from  |   |
|--------------------------------------------------------------------------------------------|--------|-------------------------------------------|--------------------------|------------------------------------|--------|-----------------------------|--------|
|                                                                                       |   |                                      |                     |                               |   | May                31, 2005 |   |
|                                                                                       |   | For                the three months ended |                     | (date                of inception) |   |
|                                                                                       |   | March                31,                  |                     | to                March 31,        |   |
|                                                                                       |   | 2008                                      |                     | 2007                               |   | 2008                        |   |
|                                                                                       |   | (Unaudited)                               |                     | (Unaudited)                        |   |                        |   |
| **Cash                flows from operating activities**                                    |   |                                      |                     |                               |   |                        |   |
| Net                cash (used in) operating activities                                     |   | $                                         | (                522,404 | )                                  | $      | (522,336                    | )      | $ | (4,621,070 | ) |
|                                                                                       |   |                                      |                     |                               |   |                        |   |   |   |   |
| **Cash                flows from investing activities**                                    |   |                                      |                     |                               |   |                        |   |   |   |   |
| Purchase                of property and equipment                                          |   |                                      | (                69,720  | )                                  |   | (                4,345      | )      |   | (                286,524 | ) |
| Payment                for the acquisition of ModigeneTech                Ltd.             |   |                                      | -                        |                               |   | -                           |   |   | (                474,837 | ) |
| Long                term deposit                                                           |   |                                      | -                        |                               |   | -                           |   |   | (                2,951 | ) |
| Restricted                cash                                                             |   |                                      | (                31,780  | )                                  |   | (                2,929      | )      |   | (                93,618 | ) |
| Net                cash (used in) investing activities                                     |   |                                      | (                101,500 | )                                  |   | (                7,274      | )      |   | (                857,930 | ) |
|                                                                                       |   |                                      |                     |                               |   |                        |   |   |   |   |
| **Cash                flows from financing activities**                                    |   |                                      |                     |                               |   |                        |   |   |   |   |
| Short                term bank credit                                                      |   |                                      | (                1,886   | )                                  |   | 17,402                      |   |   | (                2,842 | ) |
| Proceeds                from loans                                                         |   |                                      | -                        |                               |   | -                           |   |   | 173,000 |   |
| Principal                payment of loans                                                  |   |                                      | -                        |                               |   | -                           |   |   | (                173,000 | ) |
| Proceeds                from issuance of shares                                            |   |                                      | 2,000,000                |                               |   |                        |   |   | 18,311,859 |   |
| Net                cash provided by (used in) financing activities                         |   |                                      | 1,998,114                |                               |   | 17,402                      |   |   | 18,309,017 |   |
| **(Decrease)                increase in cash and cash equivalents**                        |   |                                      | 1,374,210                |                               |   | (512,208                    | )      |   | 12,830,017 |   |
| **Cash                and cash equivalents at the beginning of the                period** |   |                                      | 11,455,807               |                               |   | 785,165                     |   |   | - |   |
| **Cash                and cash equivalents at the end of the period**                      |   | $                                         | 12,830,017               |                               | $      | 272,957                     |   | $ | 12,830,017 |   |
|                                                                                       |   |                                      |                     |                               |   |                        |   |   |   |   |
|                                                                                       |   |                                      |                     |                               |   |                        |   |   |   |   |
|                                                                                       |   |                                      |                     |                               |   |                        |   |   |   |   |
|                                                                                       |   |                                      |                     |                               |   |                        |   |   |   |   |
|                                                                                       |   |                                      |                     |                               |   |                        |   |   |   |   |
| Cash                paid for income taxes                                                  |   | $                                         | -                        |                               | $      | -                           |   | $ | - |   |
| Cash                paid for interest expense                                              |   | $                                         | 578                      |                               | $      | 2,937                       |   | $ | 15,751 |   |

----

| **NOTE                1:-** | **GENERAL** |
|-----------------------------|-------------|
|                        | **a.**      | **General:** |
|                        |        | Modigene                Inc. (the “Company”) was formed on August 22, 2003 under the laws of the                state of Nevada. The Company is engaged in the development of therapeutic                proteins with extended half-lifes, through its subsidiary, ModigeneTech                Ltd. (“ModigeneTech”). |
|                        |        |   |
|                        |        | The                Company is devoting substantially all of its efforts toward conducting                research and development activities. The Company’s activities also include                raising capital, recruiting personnel and building infrastructure.                In the                course of such activities, the Company has sustained operating losses                and                expects such losses to continue for the foreseeable future. The Company                has not generated any revenues or product sales and has not achieved                profitable operations or positive cash flow from operations. The                Company’s                deficit accumulated during the development stage aggregated $13,620,802                through March 31, 2008. There is no assurance that profitable operations,                if ever achieved, could be sustained on a continuing basis. The Company                raised $2 million in a private placement, see note b. below. The                Company                believes that its current cash sources will enable the continuance                of the                Company’s activities for at least a year with no need of additional                fundraising, |
|                        |        |   |
|                        | **b.**      | On                March 25, 2008, the Company entered into a Securities Purchase Agreement                (the “Purchase Agreement”) with a group of related parties (the                “Investors”). The Purchase Agreement provides that the Company will                sell to the Investors, and the Investors will purchase from the Company,                800,000 shares of non registered Series A preferred stock, $0.00001                par                value per share (the “Series A Preferred Stock”), at $2.50 per share, for                an aggregate purchase price of $2,000,000. The Series A Preferred                Stock is                convertible during the period beginning March 1, 2009 though March                25,                2012, without payment of any additional consideration, into non registered                Common Stock, $0.00001 par value per share (the “Common Stock”) based on a                conversion ratio equal to one share of Common Stock per share of                Series A                Preferred Stock. In the event that the market capitalization of the                Company equals or exceeds $150,000,000 during any forty-five days                within a                consecutive ninety day period, the conversion ratio will adjust to                five                shares of Common Stock per share of Series A Preferred Stock. The                conversion ratio in effect will be proportionately adjusted for                subdivisions, combinations, consolidations and similar corporate                events.                If not previously converted, the Series A Preferred Stock will                automatically be converted into Common Stock, at the applicable exchange                ratio, on March 25, 2012. |
|                        |        |   |
|                        | **c.**      | On                March 25, 2008, simultaneously with the closing of the transaction                under                the Securities Purchase Agreement, the Company entered into a Credit                Agreement with the Investors. Under this line of credit, the Company                may,                at its discretion, borrow up to $10,000,000, which proceeds may be                used                for working capital or general corporate purposes of the Company,                as                approved by our board of directors (the “Board”). The maturity date for                the line of credit is March 25, 2009, unless (i) the Company has                borrowed                any funds under the line of credit prior to March 25, 2009, or (ii)                the                Company elects to extend the line of credit. In either of such events                the                maturity date will be extended until March 25, 2013. Upon the maturity                date, as the same may be extended, the Company is obligated to repay                all                outstanding borrowings, together with any accrued interest, and the                line                of credit will terminate. |
|                        |        |   |

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| **NOTE                1:-** | **GENERAL**                (continued)The                Company is obligated to pay interest on outstanding borrowings under                the                line of credit at a 10% annual rate. In the event the Company determines                to draw on the line of credit, or the Company elects to extend the                maturity date until March 25, 2013, the Company will issue the Investors                5-year warrants to purchase 1,500,000 shares of the Company’s                non-registered Common Stock, having an exercise price of $0.99 per                share. |
|-----------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| **NOTE                2:-** | **SIGNIFICANT                ACCOUNTING POLICIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                        | **a.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | **Basis                of presentation:** |
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The                accompanying unaudited financial statements of the Company are presented                in accordance with the requirements for Form 10-Q and Article 10                of                Regulation S-X. Certain information and footnote disclosures normally                included in financial statements prepared in accordance with accounting                principles generally accepted in the United States of America (“US GAAP’)                have been condensed or omitted pursuant to such SEC rules and regulations.                In the opinion of management, all adjustments (consisting of normal                recurring adjustments) considered necessary for a fair presentation                have                been made. The results for these interim periods are not necessarily                indicative of the results for the entire year. The accompanying financial                statements should be read in conjunction with the December 31, 2007                financial statements and the notes thereto included in the Company’s                Report on Form 10-KSB/A filed in August 2008. |
|                        | **b.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | **Principles                of consolidation:** |
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The                consolidated financial statements include the accounts of the Company                and                its wholly-owned subsidiaries Modigene Inc., a Delaware corporation                (“Modigene Delaware”) and ModigeneTech. Intercompany transactions and                balances have been eliminated upon consolidation. |
|                        | **c.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | **Loss                per share:** |
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Basic                and diluted losses per share are presented in accordance with FASB                issued                SFAS no. 128 “Earnings per share” (“SFAS 128”). Outstanding share options                and warrants have been excluded from the calculation of the diluted                loss                per share because all such securities are antidilutive. |
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| **NOTE                3:-** | **SHAREHOLDERS’                EQUITY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                        | **a.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | **Rights                of Common Stock:** |
|                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | The                holders of Common Stock are entitled to one vote per share on all                matters                submitted to a vote of the stockholders, including the election of                directors. Subject to any preferential rights of any outstanding                series of                preferred stock created by the company’s Board of Directors (the “Board”)                from time to time, the common stockholders will be entitled to such                cash                dividends as may be declared from time to time by the Board from                funds                available. Subject to any preferential rights of any outstanding                series of                preferred stock, upon liquidation, dissolution or winding up of the                Company, the common stockholders will be entitled to receive pro                rata all                assets available for distribution to such holders. |
|                        | **b.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | On                February 29, 2008 Mr. Havron Abraham, the Company’s Chief Executive                Officer, exercised 113,762 employee stock options into 113,762 Common                Stock. The options were granted in connection with the merger of                Modigene                Delaware with a wholly-owned subsidiary of the Company, in exchange                for                employee stock options to acquire 66,666 shares of Modigene Delaware                common stock at $0.0001 per share. The total value of the shares                issued                was $102,386. |

----

| **NOTE                3:-** | **SHAREHOLDERS’                EQUITY**(continued) |
|-----------------------------|----------------------------------------------------------|
|                        |                                                     |   |
|                        | **c.**                                                   | **Rights                of Series A Preferred Stock:** |
|                        |                                                     | The                Company has approved the designation of 800,000 shares of its preferred                stock as the Series A Preferred Stock. Each holder of shares of Series                A                Preferred Stock shall be entitled, at the option of such holder,                to                convert all, but not less than all, of the shares of Series A Preferred                Stock then held by such holder, at any time and from time to time                beginning on March 1, 2009 and ending on March 25, 2012 (the “Conversion                Deadline”), without the payment of any additional consideration, into                Common Stock at the applicable conversion price discussed in note                1b. If                any holder of shares of Series A Preferred Stock has not exercised                his,                her or its right to convert the shares of Series A Preferred Stock                then                held by such holder on or prior to the Conversion Deadline, then                at the                Conversion Deadline all such shares of Series A Preferred Stock will                automatically convert, without the payment of any additional                consideration, into Common Stock at the applicable conversion price                discussed above. The holders of Series A Preferred Stock (and the                holders                of any other class or series of preferred stock that may have similar                voting rights) will vote on an as-if-converted basis with the holders                of                Common Stock and any other class or series of preferred stock or                Common                Stock that by its terms, votes on an as-if-converted basis with the                holders of Common Stock on all matters to be voted on by stockholders                of                the Company. Dividends will be payable only if, when and as declared                by                the Board, and, if declared, any such dividends will be non-cumulative.                Such dividends, if any, will be paid out of, and to the extent of,                any                assets legally available therefore. No dividends will be declared                or paid                on the Common Stock, unless a dividend, payable in the same consideration                or manner, is simultaneously declared or paid, as the case may be,                on each                share of Series A Preferred Stock. In the event of liquidation of                the                Company, the entire remaining assets and funds of the Company legally                available for distribution, if any, shall be distributed pro rata                among the holders of the Series A Preferred Stock, the Common Stock                and                any other classes entitled to participate with Common Stock in proportion                to the shares of Common Stock then held by them and the shares of                Common                Stock which they then have the right to acquire upon conversion of                the                capital stock held by them as of the date of such                liquidation. |
|                        |                                                     |   |
|                        | **d.**                                                   | **Option                plan:** |
|                        |                                                     | The                Company issued stock options to purchase shares of Common Stock under                the                2005 Stock Incentive Plan (the “2005 Plan”) and under the 2007 Equity                Incentive Plan (the “2007 Plan”). The Company accounts for stock based                compensation using the fair value recognition provisions of SFAS                No. 123R                (revised 2004), “Share Based Payment”. The                fair value of each stock option is estimated based upon grant date                fair                value using the Black-Scholes option-pricing model. The following                weighted                average assumptions used for the options granted during the year                2008 are                as follows: (i) annual dividends of $0.00, (ii) expected volatility                of                79.3%, (iii) risk-free interest rate of 2.98% , and (iv) expected                average                option lives of 10 years. |

----

|                        |                                                      |                                                                                                                             |
|-----------------------------|-----------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|
| **NOTE                3:-** | **SHAREHOLDERS’                EQUITY (continued)** |
|                        | **d.**                                                    | **Option                plan (continued):**                                                                                      |
|                        |                                                      | A                summary of the stock options granted under the 2005 and 2007 Plans                is as                follows: |

|                                                      |   | March                31, 2008   |                     |
|-----------------------------------------------------------|--------|---------------------------------|--------------------------|
|                                                      |   | Numberof                Options |                     | Weighted                Average Exercise                Price |   |
|                                                      |   |                            |                     |   |   |
| Outstanding                at the beginning of the period |   |                            | 2,437,795                |   | $ | 1.23 |   |
| Exercised                                                 |   |                            | (                113,762 | ) | $ | 0.0006 |   |
| Issued                under the 2007 plan                 |   |                            | 1,975,000                |   | $ | 0.90 |   |
| Forfeited                                                 |   |                            | (                25,000  | ) | $ | 2.00 |   |
| Outstanding                at the end of the period       |   |                            | 4,274,033                |   | $ | 1.10 |   |
|                                                      |   |                            |                     |   |   |   |   |
| Options                exercisable                        |   |                            | 1,754,033                |   | $ | 0.88 |   |

|   |   | The                options outstanding as of March 31, 2008, have been separated into                exercise prices, as follows: |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------|

|                          |   |                               |   | Remaining                Weighted average                contractual life |   |                               |
|-------------------------------|--------|------------------------------------|--------|---------------------------------------------------------------------------|--------|------------------------------------|
| Exercise                Price |   | Options                Outstanding |   | (years)                                                                   |   | Options                Exercisable |
|                          |   |                               |   |                                                                      |   |                               |
| $                0.879        |   | 1,268,887                          |   | 7.97                                                                      |   | 1,268,887                          |
| $                0.90         |   | 1,950,000                          |   | 9.92                                                                      |   | -                                  |
| $                0.93         |   | 25,000                             |   | 9.93                                                                      |   | -                                  |
| $                1.32         |   | 435,146                            |   | 4.92                                                                      |   | 435,146                            |
| $                2.00         |   | 475,000                            |   | 9.11                                                                      |   | -                                  |
| $                2.50         |   | 120,000                            |   | 4.95                                                                      |   | 50,000                             |
|                          |   | 4,274,033                          |   | 8.61                                                                      |   | 1,754,033                          |

|   |   |   | Weighted                average fair values and average exercise prices of options at date                of                grant are as follows:                                                                                                                                                                                                                                                                                                                                                                                                                       |
|--------|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   | Weighted                average** **exercise                price $ 0.88                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |   | Weighted                average fair value on date of grant $0.92                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |   | Stock                based compensation expense for the three months ended March 31, 2008                and                2007 were $235,524 and $88,623, respectively. Stock based compensation                for                the period from May 31, 2005 (date of inception) through March 31,                2008                include stock based payment in the acquisition of a subsidiary, deferred                compensation on restricted shares and stock based compensation on                options                in the amount of $5,663,940. |

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| **NOTE                4:-** | **AMENDED                FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                        | On                May 13, 2008 The Company filed its Interim Report on Form 10-Q for                the                three months ended March 31, 2008.  On June 13, 2008, the Company                received a comment letter from the United States Securities and Exchange                Commission (“SEC”).  As part of the Company’s response to the comment                letter, an Amendment to the Form 10-Q is filed to amend the accounting                treatment of the reverse acquisition from                purchase accounting to                a recapitalization. On                May 9, 2007 the Company, entered into a Merger Agreement. In                accordance with Statement of Financial Accounting Standards No. 141,                the                Company has amended its 2007 financial statements to record the Merger                as                a recapitalization. The merger was a Reverse Acquisition. The following                financial statements line items were affected by the                restatement: |

|                                                                                                                                |   | **Originally                reported** |                  | **Amended**  |   | **Differences**            |   |
|-------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------|-----------------------|--------------|--------|----------------------------|--------|
| **Balance                Sheets:**                                                                                                  |   |                              |                  |    |   |                  |   |
| Additional                paid-in capital                                                                                           |   | $                                      | 37,604,112            |         | $      | 26,604,103                 |   | $ | 11,000,009 |   |
| (Deficit)                accumulated during the development stage                                                                   |   | $                                      | (24,620,811           | )            | $      | (13,620,802                | )      | $ | (11,000,009 | ) |
|                                                                                                                                |   |                                   |                  |         |   |                       |   |   |   |   |
| **Statements                of Operations:**                                                                                        |   |                                   |                  |         |   |                       |   |   |   |   |
| For                the Period from May 31, 2005                (date of inception)                to                March 31, 2008: |   |                                   |                  |         |   |                       |
| In-process                research and development write-off                                                                        |   | $                                      | (14,222,840           | )            | $      | (                3,222,831 | )      | $ | (11,000,009 | ) |
| Operating                (loss)                                                                                                     |   | $                                      | (25,244,057           | )            | $      | (14,244,048                | )      | $ | (11,000,009 | ) |
| Net                (loss)                                                                                                           |   | $                                      | (24,620,811           | )            | $      | (13,620,802                | )      | $ | (11,000,009 | ) |
| (Loss)                per share (basic & diluted)                                                                               |   | $                                      | (                1.20 | )            | $      | (                0.67      | )      | $ | (                0.53 | ) |

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

**Amended      Financial Statements**

|                                                                                                                                |   | **Originally                reported** |                  | **Amended**  |   | **Differences**            |   |
|-------------------------------------------------------------------------------------------------------------------------------------|--------|----------------------------------------|-----------------------|--------------|--------|----------------------------|--------|
| **Balance                Sheets:**                                                                                                  |   |                              |                  |    |   |                  |   |
| Additional                paid-in capital                                                                                           |   | $                                      | 37,604,112            |         | $      | 26,604,103                 |   | $ | 11,000,009 |   |
| (Deficit)                accumulated during the development stage                                                                   |   | $                                      | (24,620,811           | )            | $      | (13,620,802                | )      | $ | (11,000,009 | ) |
|                                                                                                                                |   |                                   |                  |         |   |                       |   |   |   |   |
| **Statements                of Operations:**                                                                                        |   |                                   |                  |         |   |                       |   |   |   |   |
| For                the Period from May 31, 2005                (date of inception)                to                March 31, 2008: |   |                                   |                  |         |   |                       |
| In-process                research and development write-off                                                                        |   | $                                      | (14,222,840           | )            | $      | (                3,222,831 | )      | $ | (11,000,009 | ) |
| Operating                (loss)                                                                                                     |   | $                                      | (25,244,057           | )            | $      | (14,244,048                | )      | $ | (11,000,009 | ) |
| Net                (loss)                                                                                                           |   | $                                      | (24,620,811           | )            | $      | (13,620,802                | )      | $ | (11,000,009 | ) |
| (Loss)                per share (basic & diluted)                                                                               |   | $                                      | (                1.20 | )            | $      | (                0.67      | )      | $ | (                0.53 | ) |

**Note      Regarding Forward-Looking Statements**

*Our      disclosure and analysis in this Quarterly Report on Form 10-Q *
*contains      forward-looking statements within the meaning of Section 27A of the      Securities Act of 1933 and Section 21E of the Securities Exchange Act of      1934. You can identify such forward-looking statements by the words “expects,”“intends,” “plans,” “projects,” “believes,” “estimates,” “likely,” “goal,”“assumes,” “targets” and similar expressions and/or the use of future tense or      conditional constructions (such as “will,” “may,” “could,” “should” and the      like). In the normal course of business, Modigene Inc. (“Modigene” or the“Company”), in an effort to help keep its stockholders and the public informed      about the Company may, from time to time, issue such forward-looking statements,      either orally or in writing. Generally, these statements relate to business      plans strategies or opportunities, and/or projected or anticipated benefits      or      other consequences of such plans, strategies, or opportunities, including      anticipated revenues or earnings. Modigene bases the forward-looking statements      on its current expectations, estimates and projections. Modigene cautions you      that these statements are not guarantees of future performance and involve      risks, uncertainties and assumptions that Modigene cannot predict. In addition,      Modigene has based many of these forward-looking statements on assumptions      about      future events that may prove to be inaccurate. Therefore, the actual results      of      future events described in such forward-looking statements in this Management’s      Discussion and Analysis, or elsewhere, could differ materially from those stated      in such forward-looking statements. *

**Management’s      Discussion and Analysis of Financial Condition and Results of      Operations**

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**Historical      Note**

**Results      of Operation**

***Critical      Accounting Policies***

*Use      of Estimates:*

*Financial      Statements in United States Dollars:*
** **

*Principles      of Consolidation:*

*Cash      Equivalents:*

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*Property      and Equipment:*

|                                              | %      |
|---------------------------------------------------|--------|
|                                              |   |
| Office                furniture and equipment     | 6      |
|                                              |   |
| Laboratory                equipment               | 15     |
|                                              |   |
| Computers                and electronic equipment | 33     |
|                                              |   |
| Leasehold                improvements             | 25     |

** **

*Research      and Development Costs and Participation:*

*Severance      Pay:*

*Income      Taxes:*

*Concentrations      of Credit Risk:*

*Fair      Value of Financial Instruments:*

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*Royalty-bearing      Grants:*

*Loss      per Share: *

***Revenue***

***Research      and Development Expense***

|   | **·** | internal                costs associated with research and development                activities;                                                                                                   |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |                                                                                                                                                                                                |
|   | **·** | payments                made to third party contract research organizations, contract                manufacturers, investigative sites, and consultants;                                           |
|   |       |                                                                                                                                                                                                |
|   | **·** | manufacturing                development costs;                                                                                                                                                     |
|   |       |                                                                                                                                                                                                |
|   | **·** | personnel-related                expenses, including salaries, benefits, travel, and related costs                for the                personnel involved in the research and development;        |
|   |       |                                                                                                                                                                                                |
|   | **·** | activities                relating to the advancement of product candidates through preclinical                studies and clinical trials; and                                                     |
|   |       |                                                                                                                                                                                                |
|   | **·** | facilities                and other expenses, which include expenses for rent and maintenance                of                facilities, as well as laboratory and other                supplies. |

 

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|   | **·** | completion                  of such preclinical and clinical trials;                                                                  |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------|
|   |       |                                                                                                                                  |
|   | **·** | receipt                  of necessary regulatory approvals;                                                                           |
|   |       |                                                                                                                                  |
|   | **·** | the                  number of clinical sites included in the trials;                                                                 |
|   |       |                                                                                                                                  |
|   | **·** | the                  length of time required to enroll suitable patients;                                                             |
|   |       |                                                                                                                                  |
|   | **·** | the                  number of patients that ultimately participate in the                  trials;                                   |
|   |       |                                                                                                                                  |
|   | **·** | adverse                  medical events or side effects in treated patients;                                                          |
|   |       |                                                                                                                                  |
|   | **·** | Lack                  of comparability with complementary technologies;                                                               |
|   |       |                                                                                                                                  |
|   | **·** | obtaining                  capital necessary to fund operations, including the research and                  development efforts; and |
|   |       |                                                                                                                                  |
|   | **·** | the                  results of clinical trials.                                                                                      |

 

***General      and Administrative Expense***

***Financial      Expense and Income***

----

|   | **·** | interest                  earned on the Company’s cash and cash equivalents;                                                                                                                                                                                                                             |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |                                                                                                                                                                                                                                                                                                           |
|   | **·** | interest                  expense on short term bank credit and loan; and                                                                                                                                                                                                                                      |
|   |       |                                                                                                                                                                                                                                                                                                           |
|   | **·** | expense                  or income resulting from fluctuations of the New Israeli Shekel,                  which a                  portion of the Company’s assets and liabilities are denominated in,                  against the United States Dollar and other foreign                  currencies. |

 

***Stock-based      Compensation***

**Cash      Flows**

----

**Funding      Requirements**

      candidates, we are unable to estimate the amounts of increased capital outlays      and operating expenditures associated with our current and anticipated clinical      trials. Our future capital requirements will depend on many factors, including      the progress and results of our clinical trials, the duration and cost of      discovery and preclinical development, and laboratory testing and clinical      trials for our product candidates, the timing and outcome of regulatory review      of our product candidates, the number and development requirements of other      product candidates that we pursue, and the costs of commercialization      activities, including product marketing, sales, and distribution. We do not      anticipate that we will generate product revenues for at least the next several      years. In the absence of additional funding, we expect continuing operating      losses to result in increases in our cash used in operations over the next      several years. To the extent that our capital resources are insufficient to      meet      our future capital requirements, we will need to finance our future cash needs      through public or private equity offerings, debt financings, or corporate      collaboration and licensing arrangements. We currently do not have any      commitments for future external funding. We may need to raise additional funds      more quickly if one or more of our assumptions proves to be incorrect or if      we      choose to expand our product development efforts more rapidly than we presently      anticipate, and we may decide to raise additional funds even before we need      them      if the conditions for raising capital are favorable. We may seek to sell      additional equity or debt securities or obtain a bank credit facility. The      sale      of additional equity or debt securities may result in dilution to our      shareholders. The incurrence of indebtedness would result in increased fixed      obligations and could also result in covenants that would restrict our      operations. Additional equity or debt financing, grants, or corporate      collaboration and licensing arrangements may not be available on acceptable      terms, if at all. If adequate funds are not available, we may be required to      delay, reduce the scope of or eliminate our research and development programs,      reduce our planned commercialization efforts or obtain funds through      arrangements with collaborators or others that may require us to relinquish      rights to certain product candidates that we might otherwise seek to develop      or      commercialize independently.

**Effects      of Inflation and Currency Fluctuations**

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**Arrangements**

**Recently      Issued Accounting Pronouncements**

**ITEM      4. **
**Controls      and Procedures.**

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**ITEM      6.**
**Exhibits.**

|   | 31.1 | Certification                of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation                S-K                (Filed herewith). |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 31.2 | Certification                of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation                S-K                (Filed herewith). |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | 32.1 | Certification                of Chief Executive Officer pursuant to Item 601(b)(32) of Regulation                S-K                (Filed herewith). |
|--|------|-------------------------------------------------------------------------------------------------------------------------------------------------------|

|  | 32.2 | Certification                of Principal Financial Officer pursuant to Item 601(b)(32) of Regulation                S-B (Filed herewith). |
|--|------|--------------------------------------------------------------------------------------------------------------------------------------------|

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**SIGNATURES**

|                           |   |                                   |
|--------------------------------|--------|----------------------------------------|
|                           |   | MODIGENE                INC.           |
|                           |   |                                   |
|                           |   |                                   |
|                           |   |                                   |
|                           |   |                                   |
| October                2, 2008 |   | /s/                Abraham Havron      |
| Date                           |   | Abraham                Havron          |
|                           |   | Chief                Executive Officer |

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