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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Form 10-Q

(Mark One)

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

For the quarterly period endedJune 30, 2008

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

For the transition period from __________to ____________

Commission file number333-141131

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

|Nevada                                           | 20-4907822                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

3702 South Virginia Street, #G12-401, Reno, Nevada
89502-6030(Address of principal executive offices) (zip code)

(775) 338-2598(Registrant's telephone number,
including area code)

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

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

Yes [ X ] No [    ]

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

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


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Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).

Yes [     ]  No [ X ]

APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

60,348,000 common shares issued and outstanding as of
August 12, 2008

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

It is the opinion of management that the interim financial
statements for the quarter ended June 30, 2008 include all adjustments necessary
in order to ensure that the interim financial statements are not misleading.
Operating results for the period ended June 30, 2008 are not necessarily
indicative of the results that may be expected for the year ending December 31,
2008.

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MABCURE, INC.(formerly Smartec
Holdings Inc.)(A Development Stage Company)

FINANCIAL STATEMENTS

JUNE 30, 2008

(Unaudited)

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MABCURE, INC.(formerly Smartec Holdings
Inc.)(A Development Stage Company)BALANCE SHEETS(Stated in US
Dollars)

|                                                              |   | June
      30, |   |   | December
      31, |  
|------------------------------------------------------------- | - | -------------- | - | - | ------------------ | -
|                                                              |   | 2008           |   |   | 2007               |  
|                                                              |   | (unaudited)    |   |   | (audited)          |  
|                                                              |   |                |   |   |                    |  
|ASSETS                                                        |   |                |   |   |                    |  
|                                                              |   |                |   |   |                    |  
|Current:                                                      |   |                |   |   |                    |  
|Cash and cash
      equivalents                               | $ | 1,184,967      |   | $ | -                  |  
|Prepaid expenses                                              |   | 27,529         |   |   | -                  |  
|                                                              |   |                |   |   |                    |  
|Total current assets                                          |   | 1,212,496      |   |   | -                  |  
|                                                              |   |                |   |   |                    |  
|Total assets                                                  | $ | 1,212,496      |   | $ | -                  |  
|                                                              |   |                |   |   |                    |  
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                |   |                |   |   |                    |  
|                                                              |   |                |   |   |                    |  
|Current Liabilities:                                          |   |                |   |   |                    |  
|Accounts payable and
      accrued liabilities                | $ | 35,065         |   | $ | 4,000              |  
|Loan payable                                                  |   | 80,063         |   |   | 45,265             |  
|                                                              |   |                |   |   |                    |  
|Total current liabilities                                     |   | 115,128        |   |   | 49,265             |  
|                                                              |   |                |   |   |                    |  
|Stockholders' equity (deficit)                                |   |                |   |   |                    |  
|Common stock (Note 5)                                         |   |                |   |   |                    |  
|Authorized:                                                   |   |                |   |   |                    |  
|1,500,000,000 common shares, par value $0.001 per
      share |   |                |   |   |                    |  
|Issued and
      outstanding:                                 |   |                |   |   |                    |  
|28,300,000 common shares (2007 27,000,000)                   |   | 28,300         |   |   | 27,000             |  
|Additional paid-in capital                                    |   | 1,322,700      |   |   | 24,000             |  
|Donated capital (Note
      5)                                |   | 13,000         |   |   | 10,000             |  
|Deficit accumulated during the
      development stage        |   | (266,632       | ) |   | (110,265           | )
|                                                              |   |                |   |   |                    |  
|Total stockholders'equity (deficit)                           |   | 1,097,368      |   |   | (
      49,265     | )
|                                                              |   |                |   |   |                    |  
|Total liabilities and stockholders'equity (deficit)           | $ | 1,212,496      |   | $ | -                  |  

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

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- 6 -

MABCURE, INC.(formerly Smartec Holdings
Inc.)(A Development Stage Company)STATEMENTS OF OPERATIONS
(unaudited)(Stated in US Dollars)

|                                                        |   | Three      |   |   | Three      |   |   | Six        |   |   | Six        |   |   | May 8,
      2006 |  
|------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ---------- | - | - | ----------------- | -
|                                                        |   | months     |   |   | months     |   |   | months     |   |   | months     |   |   | (Date of          |  
|                                                        |   | ended      |   |   | ended      |   |   | ended      |   |   | ended      |   |   | Inception) to     |  
|                                                        |   | June 30,   |   |   | June 30,   |   |   | June 30,   |   |   | June 30,   |   |   | June 30,          |  
|                                                        |   | 2008       |   |   | 2007       |   |   | 2008       |   |   | 2007       |   |   | 2008              |  
|                                                        |   |            |   |   |            |   |   |            |   |   |            |   |   |                   |  
|ADMINISTRATION EXPENSES                                 |   |            |   |   |            |   |   |            |   |   |            |   |   |                   |  
|Management fees                                         | $ | 1,500      |   | $ | 1,500      |   | $ | 3,000      |   | $ | 3,000      |   | $ | 13,000            |  
|Miscellaneous fees                                      |   | 23,861     |   |   | -          |   |   | 23,861     |   |   | -          |   |   | 23,861            |  
|Consulting fees                                         |   | 13,615     |   |   | -          |   |   | 39,835     |   |   | -          |   |   | 39,835            |  
|Filing fees                                             |   | 1,595      |   |   | -          |   |   | 2,962      |   |   | -          |   |   | 4,400             |  
|Professional fees                                       |   | 33,468     |   |   | 2,000      |   |   | 86,709     |   |   | 51,000     |   |   | 185,536           |  
|                                                        |   |            |   |   |            |   |   |            |   |   |            |   |   |                   |  
|                                                        |   |            |   |   |            |   |   |            |   |   |            |   |   |                   |  
|Loss for the period                                     | $ | (74,039    | ) | $ | (3,500     | ) | $ | (156,367   | ) | $ | (54,000    | ) | $ | (266,632          | )
|                                                        |   |            |   |   |            |   |   |            |   |   |            |   |   |                   |  
|Basic and diluted loss per share                        | $ | (0.00      | ) | $ | (0.00      | ) | $ | (0.01      | ) | $ | (0.00      | ) |   | (0.0              | )
|                                                        |   |            |   |   |            |   |   |            |   |   |            |   |   |                   |  
|Weighted average number of shares
      **outstanding** |   | 27,042,857 |   |   | 27,000,000 |   |   | 27,021,547 |   |   | 27,000,000 |   |   |                   |  

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

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- 7 -

MABCURE, INC.(formerly Smartec Holdings
Inc.)(A Development Stage Company)STATEMENT OF STOCKHOLDERS' EQUITY
(DEFICIT) (unaudited)(Stated in US Dollars)

|                                |  | Common Stock |   |   |         |   |   |            |   |   |                |  |   |             |  
|------------------------------- |  | ------------ | - | - | ------- | - | - | ---------- | - | - | -------------- |  | - | ----------- | -
|                                |  |              |   |   |         |   |   |            |   |   |                |  |   | Deficit     |  
|                                |  |              |   |   |         |   |   |            |   |   |                |  |   | Accumulated |  
|                                |  |              |   |   |         |   |   | Additional |   |   | Donated        |  |   | During the  |  
|                                |  |              |   |   |         |   |   | Paid-in    |   |   | Capital        |  |   | Development |  
|                                |  | Number       |   |   | Amount  |   |   | Capital    |   |   | (Note
      5) |  |   | Stage       |  
|                                |  |              |   |   |         |   |   |            |   |   |                |  |   |             |  
|Balance, May 8, 2006 (Date of   |  |              |   |   |         |   |   |            |   |   |                |  |   |             |  
|Inception)                      |  | -            |   | $ | -       |   | $ | -          |   | $ | -              |  | $ | -           |  
|                                |  |              |   |   |         |   |   |            |   |   |                |  |   |             |  
|Common stock issued for cash at |  |              |   |   |         |   |   |            |   |   |                |  |   |             |  
|$0.02 per share, December 20,   |  |              |   |   |         |   |   |            |   |   |                |  |   |             |  
|2006                            |  | 2,550,000    |   |   | 2,550   |   |   | 48,450     |   |   | -              |  |   | -           |  
|Donated services                |  | -            |   |   | -       |   |   | -          |   |   | 4,000          |  |   | -           |  
|Loss for the period             |  | -            |   |   | -       |   |   | -          |   |   | -              |  |   | (4,000      | )
|                                |  |              |   |   |         |   |   |            |   |   |                |  |   |             |  
|Balance, December 31, 2006      |  | 2,550,000    |   |   | 2,550   |   |   | 48,450     |   |   | 4,000          |  |   | (4,000      | )
|Donated services                |  | -            |   |   | -       |   |   | -          |   |   | 6,000          |  |   | -           |  
|Forward stock split (20:1)      |  | 48,450,000   |   |   | 48,450  |   |   | (48,450    | ) |   | -              |  |   | -           |  
|Returned to treasury            |  | (24,000,000  | ) |   | (24,000 | ) |   | 24,000     |   |   | -              |  |   | -           |  
|Loss for the period             |  | -            |   |   | -       |   |   | -          |   |   | -              |  |   | (106,250    | )
|                                |  |              |   |   |         |   |   |            |   |   |                |  |   |             |  
|Balance,December 31, 2007       |  | 27,000,000   |   |   | 27,000  |   |   | 24,000     |   |   | 10,000         |  |   | (110,265    | )
|                                |  |              |   |   |         |   |   |            |   |   |                |  |   |             |  
|Donated services                |  | -            |   |   | -       |   |   | -          |   |   | 3,000          |  |   | -           |  
|Common stock issued for cash at |  |              |   |   |         |   |   |            |   |   |                |  |   |             |  
|$1.00 per share, June 27, 2008  |  | 1,300,000    |   |   | 1,300   |   |   | 1,298,700  |   |   | -              |  |   | -           |  
|Loss for the period             |  | -            |   |   | -       |   |   | -          |   |   | -              |  |   | (156,367    | )
|                                |  |              |   |   |         |   |   |            |   |   |                |  |   |             |  
|Balance, June 30, 2008          |  | 28,300,000   |   | $ | 28,300  |   | $ | 1,322,700  |   | $ | 13,000         |  | $ | (266,632    | )

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

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- 8 -

MABCURE, INC.(formerly Smartec Holdings
Inc.)(A Development Stage Company)STATEMENTS OF CASH FLOWS
(unaudited)(Stated in US Dollars)

|                                                            |   |            |   |   |            |   |   | May 8,     |  
|----------------------------------------------------------- | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                            |   |            |   |   |            |   |   | 2006       |  
|                                                            |   |            |   |   |            |   |   | (Date of   |  
|                                                            |   | Six months |   |   | Six months |   |   | Inception) |  
|                                                            |   | ended      |   |   | ended      |   |   | to         |  
|                                                            |   | June 30,   |   |   | June 30,   |   |   | June 30,   |  
|                                                            |   | 2008       |   |   | 2007       |   |   | 2008       |  
|                                                            |   |            |   |   |            |   |   |            |  
|CASH FLOWS FROM OPERATING ACTIVITIES                        |   |            |   |   |            |   |   |            |  
|Loss for the period                                         | $ | (156,367   | ) | $ | (54,000    | ) | $ | (266,632   | )
|                                                            |   |            |   |   |            |   |   |            |  
|Adjustments to reconcile net loss to net
      cash used by |   |            |   |   |            |   |   |            |  
|operating activities                                        |   |            |   |   |            |   |   |            |  
|Donated services                                            |   | 3,000      |   |   | 3,000      |   |   | 13,000     |  
|(Increase)
      Decrease in prepaid expenses               |   | (27,529    | ) |   | 6,000      |   |   | (27,529    | )
|Increase in accounts payable and accrued liabilities        |   | 31,065     |   |   | -          |   |   | 35,065     |  
|                                                            |   |            |   |   |            |   |   |            |  
|Net cash used in
      operating activities                 |   | (149,831   | ) |   | (45,000    | ) |   | (246,096   | )
|                                                            |   |            |   |   |            |   |   |            |  
|CASH FLOWS FROM FINANCING ACTIVITIES                        |   |            |   |   |            |   |   |            |  
|Increase in loan payable                                    |   | 34,798     |   |   | -          |   |   | 80,063     |  
|Issuance of common
      shares                             |   | 1,300,000  |   |   | -          |   |   | 1,351,000  |  
|                                                            |   |            |   |   |            |   |   |            |  
|Net cash provided by
      financing activities             |   | 1,334,798  |   |   | -          |   |   | 1,431,063  |  
|                                                            |   |            |   |   |            |   |   |            |  
|Decrease in cash during the period                          |   | 1,184,967  |   |   | (45,000    | ) |   | 1,184,967  |  
|                                                            |   |            |   |   |            |   |   |            |  
|Cash beginning of period                                    |   | -          |   |   | 45,000     |   |   | -          |  
|                                                            |   |            |   |   |            |   |   |            |  
|Cash end of period                                          | $ | 1,184,967  |   | $ | -          |   | $ | 1,184,967  |  
|                                                            |   |            |   |   |            |   |   |            |  
|Supplemental disclosure of cash flow
      information:     |   |            |   |   |            |   |   |            |  
|Cash paid during the period for:                            |   |            |   |   |            |   |   |            |  
|Interest                                                    | $ | -          |   | $ | -          |   | $ | -          |  
|Income taxes                                                | $ | -          |   | $ | -          |   | $ | -          |  

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

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- 9 -

|MABCURE, INC.                    
|---------------------------------
|(formerly Smartec Holdings Inc.) 
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|(Stated in US Dollars)           
|June 30, 2008                    
|                                 

|1. | NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING
      POLICIES
|-- | --------------------------------------------------------------

The Company was incorporated in the
State of Nevada on May 8, 2006. The Company is in the business of developing
biotech products in China. The Company is considered to be a development stage
company as it has not generated revenues from operations.

The accompanying financial statements
have been prepared assuming the Company will continue as a going concern. As of
June 30, 2008, the Company has has not yet achieved profitable operations and
has accumulated a deficit of $266,632 since inception. Its ability to continue
as a going concern is dependent upon the ability of the Company to achieve
profitable operations, and/or to obtain the necessary financing to meet its
obligations and pay its liabilities arising from normal business operations when
they come due. The outcome of these matters cannot be predicted with any
certainty at this time and raise substantial doubt that the Company will be able
to continue as a going concern. These financial statements do not include any
adjustments to the amounts and classification of assets and liabilities that may
be necessary should the Company be unable to continue as a going concern.

Unaudited Interim Financial
Statements

The accompanying unaudited interim
financial statements have been prepared in accordance with generally accepted
accounting principles in the United States ("US GAAP") for interim financial
information and with the instructions to Form 10-QSB of Regulation S-B. They may
not include all information and footnotes required by US GAAP for complete
financial statements. However, except as disclosed herein, there has been no
material changes in the information disclosed in the notes to the financial
statements for the initial period ended December 31, 2007 included in the
Company's Form SB-2 filed with the Securities and Exchange Commission ("SEC").
The interim unaudited financial statements should be read in conjunction with
those financial statements included in the Form SB-2. In the opinion of
Management, all adjustments considered necessary for a fair presentation,
consisting solely of normal recurring adjustments, have been made. Operating
results for the period ended June 30, 2008 are not necessarily indicative of the
results that may be expected for the year ending December 31, 2008.

Significant Accounting
Policies

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

Organizational and Start-up
Costs

Costs of start-up activities, including
organizational costs, are expensed as incurred.

Development Stage
Company

The Company is in the development
stage. Since its formation, the Company has not yet realized any revenues from
its planned operations. The Company is in the business of developing biotech
products in China

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- 10 -



|MABCURE, INC.                    
|---------------------------------
|(formerly Smartec Holdings Inc.) 
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|(Stated in US Dollars)           
|June 30, 2008                    
|                                 

SIGNIFICANT ACOUNTING POLICIES(cont'd... )

Financial Instruments

The carrying value of the Company's
financial instruments, consisting of cash, prepaid expenses and accounts payable
and accrued liabilities approximate their fair value due to the short-term
maturity of such instruments. Unless otherwise noted, it is management's opinion
that the Company is not exposed to significant interest, currency or credit
risks arising from these financial statements.

Income Taxes

The Company has adopted SFAS No. 109 -
"Accounting for Income Taxes". SFAS No. 109, requires the use of the asset and
liability method of accounting of income taxes. Under the asset and liability
method of SFAS No. 109, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to temporary differences between the
financial statements carrying amounts of existing assets and liabilities and
their respective tax bases.

Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.

Basic and Diluted Loss per
Share

In accordance with SFAS No. 128 -
"Earnings Per Share", the basic loss per common share is computed by dividing
net loss available to common stockholders by the weighted average number of
common shares outstanding. Diluted loss per common share is computed similar to
basic loss per common share except that the denominator is increased to include
the number of additional common shares that would have been outstanding if the
potential common shares had been issued and if the additional common shares were
dilutive. At March 31, 2008, the Company had no stock equivalents that were
anti-dilutive and excluded in the loss per share computation.

Stock-based Compensation

In December 2004, the FASB issued SFAS
No. 123R, "Share-Based Payment", which replaced SFAS No. 123, "Accounting for
Stock-Based Compensation"and superseded APB Opinion No. 25, "Accounting for
Stock Issued to Employees" In January 2005, the Securities and Exchange
Commission ("SEC") issued Staff Accounting Bulletin ("SAB") No. 107,
"Share-Based Payment", which provides supplemental implementation guidance for
SFAS No. 123R. SFAS No. 123R requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on the grant date fair value of the award. SFAS No. 123R was to
be effective for interim or annual reporting periods beginning on or after June
15, 2005, but in April 2005 the SEC issued a rule that will permit most
registrants to implement SFAS No. 123R at the beginning of their next fiscal
year, instead of the next reporting period as required by SFAS No. 123R. The
pro-forma disclosures previously permitted under SFAS No. 123 no longer will be
an alternative to financial statement recognition. Under SFAS No. 123R, the
Company must determine the appropriate fair value model to be used for valuing
share-based payments, the amortization method for compensation cost and the
transition method to be used at date of

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- 11 -



|**MABCURE, INC.**                   
|------------------------------------
|**(formerly Smartec Holdings Inc.)**
|(A Development Stage Company)       
|NOTES TO THE FINANCIAL STATEMENTS   
|(Stated in US Dollars)              
|June 30, 2008                       
|****                                

SIGNIFICANT ACCOUNTING POLICIES
(cont'd... )

adoption. The transition provisions
include prospective and retroactive adoption methods. Under the retroactive
method, prior periods may be restated either as of the beginning of the year of
adoption or for all periods presented. The prospective method requires that
compensation expense be recorded for all unvested stock options and restricted
stock at the beginning of the first quarter of adoption of SFAS No. 123R, while
the retroactive methods would record compensation expense for all unvested stock
options and restricted stock beginning with the first period restated. The
Company has adopted the requirements of SFAS No. 123R which did not have any
impact on the financial statements as, to date, the Company has not granted any
stock options or any other share based payments..

The Company accounts for equity
instruments issued in exchange for the receipt of goods or services from other
than employees in accordance with SFAS No. 123 and the conclusions reached by
the Emerging Issues Task Force in Issue No. 96-18, "Accounting for Equity
Instruments That Are Issued to Other Than Employees for Acquiring or in
Conjunction with Selling Goods or Services"("EITF 96-18"). Costs are measured at
the estimated fair market value of the consideration received or the estimated
fair value of the equity instruments issued, whichever is more reliably
measurable. The value of equity instruments issued for consideration other than
employee services is determined on the earlier of a performance commitment or
completion of performance by the provider of goods or services as defined by
EITF 96-18.

The Company has not adopted a stock
option plan and has not granted any stock options. Accordingly, no stock-based
compensation has been recorded to date.

Recent Accounting
Pronouncements

In February 2006, the FASB issued SFAS
No. 155, Accounting for Certain Hybrid Financial Instruments-an amendment of
FASB Statements No. 133 and 140, to simplify and make more consistent the
accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, to permit
fair value remeasurement for any hybrid financial instrument with an embedded
derivative that otherwise would require bifurcation, provided that the whole
instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No.
140, Accounting for the Impairment or Disposal of Long-Lived Assets, to
allow a qualifying special-purpose entity to hold a derivative financial
instrument that pertains to a beneficial interest other than another derivative
financial instrument. SFAS No. 155 applies to all financial instruments acquired
or issued after the beginning of an entity's first fiscal year that begins after
September 15, 2006, with earlier application allowed. This standard is not
expected to have a significant effect on the Company's future reported financial
position or results of operations.

In March 2006, the FASB issued SFAS No.
156, "Accounting for Servicing of Financial Assets, an amendment of FASB
Statement No. 140, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities". This statement requires all separately
recognized servicing assets and servicing liabilities be initially measured at
fair value, if practicable, and permits for subsequent measurement using either
fair value measurement with changes in fair value reflected in earnings or the

---

- 12 -



|MABCURE, INC.                    
|---------------------------------
|(formerly Smartec Holdings Inc.) 
|(A Development Stage Company)    
|NOTES TO THE FINANCIAL STATEMENTS
|(Stated in US Dollars)           
|June 30, 2008                    
|                                 

SIGNIFICANT ACCOUNTING POLICIES (cont'd... )

amortization and impairment
requirements of Statement No. 140. The subsequent measurement of separately
recognized servicing assets and servicing liabilities at fair value eliminates
the necessity for entities that manage the risks inherent in servicing assets
and servicing liabilities with derivatives to qualify for hedge accounting
treatment and eliminates the characterization of declines in fair value as
impairments or direct write-downs. SFAS No. 156 is effective for an entity's
first fiscal year beginning after September 15, 2006. This adoption of this
statement is not expected to have a significant effect on the Company's future
reported financial position or results of operations.

|2. | COMMON STOCK
|-- | ------------

Common shares

The common shares of the Company are
all of the same class, are voting and entitle stockholders to receive dividends.
Upon liquidation or wind-up, stockholders are entitled to participate equally
with respect to any distribution of net assets or any dividends which may be
declared.

Additional paid-in
capital

The excess of proceeds received for
shares of common stock over their par value of $0.001, less share issue costs,
is credited to additional paid-in capital.

Issued and Outstanding

On December 20, 2006, the Company
issued 2,550,000 shares of common stock at a price of $0.02 per share for total
proceeds of $51,000.

On June 27, 2008, the Company issued
1,300,000 shares of common stock at a price of $1.00 per share for total
proceeds of $1,300,000.

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- 13 -

MABCURE, INC.(formerly Smartec Holdings Inc.)(A Development Stage Company)NOTES TO THE FINANCIAL STATEMENTS(Stated in US Dollars)June 30, 2008

|3. | DEFERRED TAX ASSETS
|-- | -------------------

The following table summarizes the
significant components of the Company's deferred tax assets:

| |                                                  |   | June
      30, |  
| | ------------------------------------------------ | - | -------------- | -
| |                                                  |   | 2008           |  
| |                                                  |   |                |  
| | Deferred Tax Assets                              |   |                |  
| | Non-capital losses
      carryforward            |   | 90,600         |  
| | Valuation allowance for deferred tax
      asset |   |                |  
| |                                                  |   | (90,600        | )
| |                                                  |   |                |  
| | Income tax provision                             | $ | -              |  

At June 30, 2008, the Company has
accumulated non-capital losses totalling $266,632, which are available to reduce
taxable income in future taxation years. These losses expire beginning in 2026.
The potential benefit of those losses, if any, has not been recorded in the
financial statements.

|4. | DONATED CAPITAL
|-- | ---------------

The Company records transactions of
commercial substance with related parties at fair value as determined with
management. The Company recognized donated services to directors of the Company
for management fees, valued at $500 per month, as follows:

| |                 |   | May 8, 2006         | 
| | --------------- | - | ------------------- | 
| |                 |   | (Date of            | 
| |                 |   | Inception) to       | 
| |                 |   | June
      30, 2008 | 
| |                 |   |                     | 
| | Management fees | $ | 13,000              | 

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- 14 -

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential"or "continue"or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled "Risk Factors", that may cause our or our industry's actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.

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

Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

In this quarterly report, unless otherwise specified, all
references to "common shares"refer to the common shares in our capital
stock.

As used in this quarterly report, the terms "we", "us", "our",
and "company"mean MabCure Inc., unless otherwise indicated.

OVERVIEW

The following discussion should be read in conjunction with our
financial statements and the related notes included herein. The following
discussion contains forward-looking statements that reflect our plans, estimates
and beliefs. Our actual results could differ materially from those discussed in
the forward looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, those discussed below and elsewhere
in this report, particularly in the section entitled "Risk Factors"

We were incorporated in the State of Nevada on May 8, 2006.
Since our incorporation, we had been in the process of establishing ourselves as
a company in the business of developing a detergent for removing pesticides from
fruits and vegetables. Because we were not successful in implementing our
business plan, we considered various alternatives to ensure the viability and
solvency of our company.

On January 10, 2008, we entered into an asset purchase
agreement with Indigoleaf Associates Ltd., or Indigoleaf, and Dr. Amnon Gonenne
pursuant to which we agreed to purchase all of Indigoleaf's interest and rights
to a proprietary technology for the rapid and efficient generation of monoclonal
antibodies against desired antigens such as cancer markers, including, but not
limited to, the know-how, secrets, inventions, practices, methods, knowledge and
data owned by Indigoleaf. We purchased this proprietary technology pursuant to
an intellectual property transfer agreement and consummated the other
transactions contemplated by the asset purchase agreement on July 7, 2008. In
consideration for the purchase of the proprietary technology, we agreed to issue
25,638,400 shares of our common stock to Indigoleaf and, in consideration for
the services he is to provide us, we agreed to issue 6,409,600 shares of our
common stock to Dr. Gonenne.

Furthermore, pursuant to the asset purchase agreement, our
directors appointed Dr. Gonenne, Steven Katz and Itshak Zivan to our board of
directors.

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- 15 -

Over the next twelve months we plan to:

- initiate our anti-ovarian cancer program with the intention of progressing
  to a pilot clinical study;
- initiate our anti-prostate cancer program with the objective of leading to
  a pilot clinical study at the beginning of the following year;
- initiate the anti-breast cancer and colorectal cancer programs, with the
  objective of creating novel MAbs against these cancers;
- identify and sequence those antigens, or cancer markers, which are
  recognized by our novel MAbs. The first antigens to be studied will be the
  melanoma-specific cancer markers through the application of our anti-melanoma
  MAbs; and
- explore the utility of our cancer-specific MAbs for the visualization in
  vivoof tumors that have metastasized.

RESULTS OF OPERATIONS

For the three month period ended June 30, 2008 and June 30,
2007

We did not generate any revenues for the three month periods
ended June 30, 2008 and 2007. Our operating activities during these periods
consisted primarily of developing our business plan and developing our pesticide
removal detergent.

General and administrative expenses were $74,039 for the three
month period ended June 30, 2008 compared to $3,500 for the three month period
ended June 30, 2007. The increase in general and administrative expenses was due
to a general increase in activity level.. General and administrative expenses
generally include management fees, consulting fees, filing fees and professional
fees.

Professional fees were $33,468 for the three month period ended
June 30, 2008 compared to $2,000 for the three month period ended June 30, 2007.
The increase in professional fees was due to an increase in overall activity.
Consulting fees were $13,615 for the three month period ended June 30, 2008
compared to $NIL for the three month period ended June 30, 2007. The increase in
consulting fees was due to a general increase in activity by the company. Filing
fees were $1,595 for the three month period ended June 30, 2008 compared to $Nil
for the three month period ended June 30, 2007. The increase in filing fees was
due to a general increase in activity.

Our net loss for the three month period ended June 30, 2008 was
$74,039 or $(0.00) per share compared to $3,500 or $(0.00) for the three month
period ended June 30, 2007. The weighted average number of shares outstanding
was 27,042,857 at June 30, 2008 compared to 27,000,000 at June 30, 2007.

For the six month period ended June 30, 2008 and June 30,
2007

We did not generate any revenues for the six month periods
ended June 30, 2008 and 2007. Our operating activities during these periods
consisted primarily of developing our business plan and developing our pesticide
removal detergent.

General and administrative expenses were $156,367 for the six
month period ended June 30, 2008 compared to $54,000 for the six month period
ended June 30, 2007. The increase in general and administrative expenses was due
to the increase in overall activity. General and administrative expenses
generally include management fees, consulting fees, filing fees and professional
fees.

Professional fees were $86,709 for the six month period ended
June 30, 2008 compared to $51,000 for the six month period ended June 30, 2007.
The increase in professional fees was due to an increase in overall activity.
Consulting fees were $39,835 for the six month period ended June 30, 2008
compared to $NIL for the six month period ended

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- 16 -

June 30, 2007. The increase in consulting fees was due to an
increase in overall activity. Filing fees were $2,962 for the six month period
ended June 30, 2008 compared to $NIL for the six month period ended June 30,
2007. The increase in filing fees was due to a general increase in activity.

Our net loss for the six month period ended June 30, 2008 was
$156,367 or $(0.01) per share compared to $54,000 or $(0.00) for the six month
period ended June 30, 2007.

LIQUIDITY AND CAPITAL RESOURCES

As at June 30, 2008

As at June 30, 2008, our total assets were $1,212,496 and our
current liabilities were $115,128, resulting in working capital of
$1,097,368.

As at June 30, 2008, our total liabilities were $115,128
compared to current liabilities of $49,265 as at December 31, 2007, all
consisting of current liabilities. The increase in total liabilities at June 30,
2008 compared to the period ended December 31, 2007 was due primarily to an
increase in general activity by the company.

Stockholders'equity increased from a deficit of $(49,265) at
December 31, 2007 to equity of $1,097,368 at June 30, 2008. This was mainly a
result of our private placement sale of 1,300,000 shares of common stock for $1
per share.

For the six month period ended June 30, 2008, net cash used in
operating activities was $149,831 compared to net cash used in operating
activities of $45,000 for the six month period ended June 30, 2007. Net cash
used in operating activities for the six month period ended June 30, 2008 was
comprised of a net loss of $156,367 (2007: $54,000), donated services of $3,000
(2007: $3,000), prepaid expenses of $27,529 (2007: $6,000) and accounts payable
and accrued liabilities $31,065 (2007: $NIL).

Net cash flows from financing activities for the six month
period ended June 30, 2008 was $1,334,798 compared to net cash flows from
financing activities of $NIL for the six month period ended June 30, 2007. The
increase in net cash from financing activities for the period ended June 30,
2008 was primarily the result of a private placement completed during the
quarter.

Recent Private Placements

On June 27, 2008, we closed a private placement consisting of
1,300,000 units of our securities at a price of $1.00 per unit, for aggregate
proceeds of $1,300,000. Each unit consists of (i) one common share, (ii) one
share purchase warrant entitling the holder thereof to purchase one common share
for a period of one year from the closing of the asset purchase transaction, at
an exercise price of $1.25 per common share; and (iii) one share purchase
warrant entitling the holder thereof to purchase one common share for a period
of two years from the closing of the asset purchase transaction, at an exercise
price of $1.25 per common share. One third of the shares and all of the warrants
issued in this financing are being held in escrow pending completion of
additional financing, pursuant to escrow agreements the terms of which are set
out in the asset purchase agreement.

Specifically, pursuant to the asset purchase agreement, we
undertook to use reasonable efforts to raise an additional amount of $950,000,
either through the exercise of warrants issued in connection with the financing
or through an alternative financing arrangement, within eight months from the
date on which we move into our research facility. Investors in the private
placement are required to exercise warrants, on a pro rata basis, in the
aggregate amount of at least $950,000 within 30 days after notice is received
from our company regarding our achievement of a milestone related to the
development of our MAb technology (but no earlier than 90 days following the
closing of the asset purchase transaction referenced above), details of which
are set out in section 17(b) of the asset purchase agreement filed as an exhibit
to our Current Report on Form 8-K filed on July 10, 2008. If, however, an
investor defaults on its commitment to exercise the warrants upon our
achievement of one of the milestones, all of its warrants held in escrow shall
immediately expire and its shares held in escrow will be transferred to our
company. If we achieve the milestone referenced above but do not raise the
additional $950,000, we will issue an aggregate of 5,000,000 shares of our
common stock to Dr. Gonenne and Indigoleaf for no consideration, or pro-rata
less if we

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- 17 -

raise less than $950,000. Further, we will be able to pursue
any additional remedies available to us for breach of the commitment to provide
the financing. The funds, if any, raised from the additional financing are to be
used for the development of our proprietary technology.

Going Concern

The audited financial statements accompanying our annual report
on Form 10-KSB for the year ended December 31, 2007 have been prepared on a
going concern basis, which implies that our company will continue to realize its
assets and discharge its liabilities and commitments in the normal course of
business. We expect that the initial investment of $1,300,000 together with the
anticipated additional financing of $950,000 as discussed above, will suffice to
meet our short-term needs over the next twelve month period. We currently
estimate that we will require an additional $2,000,000 to 2,500,000 to fund our
operations for the subsequent 12 to 24 month period. There are no assurances
that we will be able to obtain funds required for our continued operation. There
can be no assurance that additional financing will be available to us when
needed or, if available, that it can be obtained on commercially reasonable
terms. If we are not able to obtain the additional financing on a timely basis,
we will not be able to meet our other obligations as they become due and we will
be forced to scale down or perhaps even cease the operation of our business. The
issuance of additional equity securities by us could result in a significant
dilution in the equity interests of our current stockholders. Obtaining
commercial loans, assuming those loans would be available, will increase our
liabilities and future cash commitments.

These circumstances raise substantial doubt about our ability
to continue as a going concern, as described in the explanatory paragraph to our
independent auditors'report on the December 31, 2007 and 2006 financial
statements. The financial statements do not include any adjustments that might
result from the outcome of that uncertainty.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.

SIGNIFICANT ACCOUNTING POLICIES

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

Organizational and Start-up Costs

Costs of start-up activities, including organizational costs,
are expensed as incurred.

Development Stage Company

Our company is in the development stage. Since our formation,
we have not yet realized any revenues from our planned operations. We are in the
business of developing novel diagnostics for the early detection of cancer.

Financial Instruments

The carrying value of our company's financial instruments,
consisting of cash, prepaid expenses and accounts payable and accrued
liabilities approximate their fair value due to the short-term maturity of such
instruments. Unless otherwise noted, it is management's opinion that our company
is not exposed to significant interest, currency or credit risks arising from
these financial statements.

Income Taxes

We have adopted SFAS No. 109 "Accounting for Income Taxes"
SFAS No. 109, requires the use of the asset and liability method of accounting
of income taxes. Under the asset and liability method of SFAS No. 109, deferred
tax

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- 18 -

assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and their
respective tax bases.

Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.

Basic and Diluted Loss per Share

In accordance with SFAS No. 128 "Earnings Per Share", the
basic loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive. At June 30,
2008, our company had no stock equivalents that were anti-dilutive and excluded
in the loss per share computation.

Stock-based Compensation

In December 2004, the FASB issued SFAS No. 123R, "Share-Based
Payment", which replaced SFAS No. 123, "Accounting for Stock-Based
Compensation"and superseded APB Opinion No. 25, "Accounting for Stock Issued to
Employees" In January 2005, the Securities and Exchange Commission ("SEC")
issued Staff Accounting Bulletin ("SAB") No. 107, "Share-Based Payment", which
provides supplemental implementation guidance for SFAS

No. 123R. SFAS No. 123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
financial statements based on the grant date fair value of the award. SFAS No.
123R was to be effective for interim or annual reporting periods beginning on or
after June 15, 2005, but in April 2005 the SEC issued a rule that will permit
most registrants to implement SFAS No. 123R at the beginning of their next
fiscal year, instead of the next reporting period as required by SFAS No. 123R.
The pro-forma disclosures previously permitted under SFAS No. 123 no longer will
be an alternative to financial statement recognition. Under SFAS No. 123R, our
company must determine the appropriate fair value model to be used for valuing
share-based payments, the amortization method for compensation cost and the
transition method to be used at date of adoption. The transition provisions
include prospective and retroactive adoption methods. Under the retroactive
method, prior periods may be restated either as of the beginning of the year of
adoption or for all periods presented. The prospective method requires that
compensation expense be recorded for all unvested stock options and restricted
stock at the beginning of the first quarter of adoption of SFAS No. 123R, while
the retroactive methods would record compensation expense for all unvested stock
options and restricted stock beginning with the first period restated. Our
company has adopted the requirements of SFAS No. 123R which did not have any
impact on the financial statements as, to date, we have not granted any stock
options or any other share based payments..

Our company accounts for equity instruments issued in exchange
for the receipt of goods or services from other than employees in accordance
with SFAS No. 123 and the conclusions reached by the Emerging Issues Task Force
in Issue No. 96-18, "Accounting for Equity Instruments That Are Issued to Other
Than Employees for Acquiring or in Conjunction with Selling Goods or
Services"("EITF 96-18"). Costs are measured at the estimated fair market value
of the consideration received or the estimated fair value of the equity
instruments issued, whichever is more reliably measurable. The value of equity
instruments issued for consideration other than employee services is determined
on the earlier of a performance commitment or completion of performance by the
provider of goods or services as defined by EITF 96-18.

Our company has not adopted a stock option plan and has not
granted any stock options. Accordingly, no stock-based compensation has been
recorded to date.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the FASB issued SFAS No. 155, Accounting
for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133
and 140, to simplify and make more consistent the accounting for certain
financial instruments. SFAS No. 155 amends SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities, to permit fair value
remeasurement for any hybrid financial instrument with an embedded derivative
that

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- 19 -

otherwise would require bifurcation, provided that the whole
instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No.
140, Accounting for the Impairment or Disposal of Long-Lived Assets, to
allow a qualifying special-purpose entity to hold a derivative financial
instrument that pertains to a beneficial interest other than another derivative
financial instrument. SFAS No. 155 applies to all financial instruments acquired
or issued after the beginning of an entity's first fiscal year that begins after
September 15, 2006, with earlier application allowed. This standard is not
expected to have a significant effect on our company's future reported financial
position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for
Servicing of Financial Assets, an amendment of FASB Statement No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities".This statement requires all separately recognized servicing
assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair value
measurement with changes in fair value reflected in earnings or the amortization
and impairment requirements of Statement No. 140. The subsequent measurement of
separately recognized servicing assets and servicing liabilities at fair value
eliminates the necessity for entities that manage the risks inherent in
servicing assets and servicing liabilities with derivatives to qualify for hedge
accounting treatment and eliminates the characterization of declines in fair
value as impairments or direct write-downs. SFAS No. 156 is effective for an
entity's first fiscal year beginning after September 15, 2006. This adoption of
this statement is not expected to have a significant effect on our company's
future reported financial position or results of operations.

RISK FACTORS

An investment in our common shares involves a number of very
significant risks. You should carefully consider the following risks and
uncertainties in addition to other information herein when evaluating our
business. Our business, operating results and financial condition could be
seriously harmed and you could lose all or part of your investment in our common
shares due to any of the following risks.

Risks Associated with our Business

Our future product development efforts may not yield
marketable products due to results of studies or trials, failure to achieve
regulatory approvals or market acceptance, proprietary rights of others or
manufacturing issues.

Development of a product candidate requires substantial
technical, financial and human resources. Our potential product candidates may
appear to be promising at various stages of development yet fail to reach the
market for a number of reasons, including:

- the lack of adequate quality or sufficient prevention benefit, or
  unacceptable safety during preclinical studies or clinical trials;
- their failure to receive necessary regulatory approvals;
- the existence of proprietary rights of third parties; or
- the inability to develop manufacturing methods that are efficient,
  cost-effective and capable of meeting stringent regulatory standards.

We face competition from several companies with greater
financial, personnel and research and development resources than ours.

Our competitors are developing product candidates which could
compete with those we may develop in the future. Our commercial opportunities
will be reduced or eliminated if our competitors develop and market products for
any of the diseases that we target that:

- are more effective;

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- 20 -

- have fewer or less severe adverse side effects;
- are more adaptable to various modes of dosing;
- are easier to store or transport;
- are easier to administer; or
- are less expensive than the product candidates we develop.

Even if we are successful in developing effective products and
obtaining FDA and other regulatory approvals necessary for commercializing them,
our products may not compete effectively with other successful product
candidates. Researchers are continually learning more about diseases, which may
lead to new technologies for treatment. Our competitors may succeed in
developing and marketing products that are either more effective than those that
we may develop, alone or with our collaborators, making our products obsolete,
or that are marketed before any product candidates we develop are marketed.

Our competitors include fully integrated pharmaceutical
companies and biotechnology companies that currently have drug and target
discovery efforts, as well as universities and public and private research
institutions. Many of the organizations competing with us may have substantially
greater capital resources, larger research and development staffs and
facilities, greater experience in product development and in obtaining
regulatory approvals, and greater marketing capabilities than we do.

Our use of hazardous materials and chemicals require us to
comply with regulatory requirements and exposes us to potential liabilities.

Our research and development may involve the controlled use of
hazardous materials and chemicals. We are subject to federal, state, local and
foreign laws governing the use, manufacture, storage, handling and disposal of
such materials. We cannot eliminate the risk of accidental contamination or
injury from these materials. In the event of such an accident, we could be held
liable for significant damages or fines. These damages could exceed our
resources and any applicable insurance coverage. In addition, we may be required
to incur significant costs to comply with regulatory requirements in the future.

Delays in successfully completing any clinical trials we may
conduct could jeopardize our ability to obtain regulatory approval or market our
potential product candidates on a timely basis.

Our business prospects may depend on our ability to complete
patient enrolment in clinical trials, to obtain satisfactory results, to obtain
required regulatory approvals and to successfully commercialize our products.
Product development to show adequate evidence of effectiveness in animal models
and safety and immune response in humans is a long, expensive and uncertain
process, and delay or failure can occur at any stage of our non-clinical studies
or clinical trials. Any delay or significant adverse clinical events arising
during any of our clinical trials could force us to abandon a product candidate
altogether or to conduct additional clinical trials in order to obtain approval
from the FDA or other regulatory body. These development efforts and clinical
trials are lengthy and expensive, and the outcome is uncertain. Completion of
any clinical trials we may commence, announcement of results of the trials and
our ability to obtain regulatory approvals could be delayed for a variety of
reasons, including:

- slower-than-anticipated access to frozen sera (blood) samples of cancer
  patients and/or enrollment of volunteers in the trials;
- lower-than-anticipated recruitment of medical centers to participate in the
  clinical trials;
- serious adverse events related to the products;
- unsatisfactory results of any clinical trial;

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- 21 -

- the failure of our principal third-party investigators to perform our
  clinical trials on our anticipated schedules; or
- different interpretations of our preclinical and clinical data, which could
  initially lead to inconclusive results.

Our development costs will increase if we have material delays
in any clinical trial or if we need to perform more or larger clinical trials
than planned. If the delays are significant, or if any of our product candidates
do not prove to be safe or effective or do not receive required regulatory
approvals, our financial results and the commercial prospects for our products
will be harmed. Furthermore, our inability to complete our clinical trials in a
timely manner could jeopardize our ability to obtain regulatory approval.

Biopharmaceutical product development is a long, expensive
and uncertain process and the approval requirements for many products are still
evolving. If we are unable to successfully develop and test product candidates
in accordance with such requirements, our business will suffer.

In the United States, some of our product candidates will
likely be regulated by the FDA as medical devices and others as biological drug
products. We cannot predict whether we will obtain regulatory approval for any
medical devices or biological drug product candidates pursuant to these
provisions. We may fail to obtain approval from the FDA or foreign regulatory
authorities, or experience delays in obtaining such approvals, due to varying
interpretations of data or failure to satisfy current safety, efficacy and
quality control requirements. Further, our business is subject to substantial
risk because the FDA's current policies may change suddenly and unpredictably
and in ways that could impair our ability to obtain regulatory approval of our
products. We cannot guarantee that the FDA will approve our products on a timely
basis or at all.

We may become subject to product liability claims, which
could result in damages that exceed our insurance coverage.

We face an inherent risk of exposure to product liability suits
in connection with products tested in human clinical trials or sold
commercially. We may become subject to a product liability suit if any product
we develop causes injury, or if individuals subsequently become infected or
otherwise suffer adverse effects from our products. If a product liability claim
is brought against us, the cost of defending the claim could be significant and
any adverse determination could result in liabilities in excess of our insurance
coverage. We cannot be certain that additional insurance coverage, if required,
could be obtained on acceptable terms, if at all.

We may be subject to claims that our employees or we have
wrongfully used or disclosed alleged trade secrets of their former employers.

As is commonplace in the biotechnology industry, we may employ
individuals who were previously employed at other biotechnology or
pharmaceutical companies, including our competitors or potential competitors.
Although no claims against us are currently pending, we may be subject to claims
that these employees, or we, have inadvertently or otherwise used or disclosed
trade secrets or other proprietary information of their former employers.
Litigation may be necessary to defend against these claims. Even if we are
successful in defending against these claims, litigation could result in
substantial costs and be a distraction to management.

Before we can seek regulatory approval of any product
candidates, we may need to successfully complete clinical trials, outcomes of
which are uncertain.

Conducting clinical trials is a lengthy, time-consuming, and
expensive process, and the results of these trials are inherently uncertain. The
time required to complete necessary clinical trials is often difficult, if not
impossible, to predict. Our commencement and rate of completion of clinical
trials may be delayed by many factors, including:

- ineffectiveness of our product candidate or perceptions by physicians that
  the product candidate is not safe or effective for a particular indication;

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- 22 -

- inability to manufacture sufficient quantities of the product candidate for
  use in clinical trials;
- delay or failure in obtaining approval of our clinical trial protocols from
  the FDA or institutional review boards;
- slower than expected rate of obtaining previously stored frozen blood
  samples from cancer patients and/or patient recruitment and enrollment;
- inability to adequately follow and monitor patients after treatment;
- difficulty in managing multiple clinical sites;
- unforeseen safety issues;
- government or regulatory delays; and
- clinical trial costs that are greater than we currently anticipate.

Even if we achieve positive interim results in clinical trials,
these results do not necessarily predict final results, and positive results in
early trials may not be indicative of success in later trials. A number of
companies in the pharmaceutical industry have suffered significant setbacks in
advanced clinical trials, even after promising results in earlier trials.
Negative or inconclusive results or adverse medical events during a clinical
trial could cause us to repeat or terminate a clinical trial or require us to
conduct additional trials. We do not know whether our existing or any future
clinical trials will demonstrate safety and efficacy sufficiently to result in
marketable products. Our clinical trials may be suspended at any time for a
variety of reasons, including if the FDA or we believe the patients
participating in our trials are exposed to unacceptable health risks or if the
FDA finds deficiencies in the conduct of these trials.

Failures or perceived failures in our clinical trials will
directly delay our product development and regulatory approval process, damage
our business prospects, make it difficult for us to establish collaboration and
partnership relationships, and negatively affect our reputation and competitive
position in the pharmaceutical community.

The commercialization of our product candidates may not be
profitable.

In order for the commercialization of our product candidates to
be profitable, our products must be cost-effective and economical to manufacture
on a commercial scale. Furthermore, if our products do not achieve market
acceptance, we may not be profitable. Subject to regulatory approval, we expect
to incur significant sales, marketing, and manufacturing expenses in connection
with the commercialization of our product candidates. Even if we receive
additional financing, we may not be able to complete planned clinical trials and
the development, manufacturing, and marketing of any or all of our product
candidates. Our future profitability will depend on many factors, including, but
not limited to:

- the cost and timing of developing a commercial scale manufacturing facility
  or the costs of outsourcing our manufacturing;
- the costs of filing, prosecuting, defending, and enforcing any patent
  claims and other intellectual property rights;
- the costs of establishing sales, marketing, and distribution capabilities;
- the effect of competing technological and market developments; and
- the terms and timing of any collaborative, licensing, and other
  arrangements that we may establish.

Even if we receive regulatory approval for our product
candidates, including regulatory approval of a commercial

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scale manufacturing facility, we may not ever receive
significant revenues from our product candidates. To the extent that we are not
successful in commercializing our product candidates, our product revenues will
suffer, we will incur significant additional losses and the price of our common
stock will be negatively affected.

Our business could suffer if we cannot attract, retain and
motivate skilled personnel.

Our success depends on our continued ability to attract, retain
and motivate highly qualified personnel, including our current executive
officers and other key employees. If such executive officers or other key
employees were to leave and we were unable to obtain adequate replacements, our
operating results could be adversely affected. In addition, our growth depends
on our ability to attract, retain and motivate skilled employees, and on the
ability of our officers and key employees to manage growth successfully.

Risks Related to our Common Stock

We have a history of losses and no revenues, which raises
substantial doubt about our ability to continue as a going concern.

From incorporation to June 30, 2008, we have incurred aggregate
net losses of $266,632 from operations. We can offer no assurance that we will
ever operate profitably or that we will generate positive cash flow in the
future. In addition, our operating results in the future may be subject to
significant fluctuations due to many factors not within our control, such as the
unpredictability of technology development, the demand for our products, the
level of competition and general economic conditions.

Our company's operations will be subject to all risks inherent
in the establishment of a developing enterprise and the uncertainties arising
from the absence of any significant operating history. No assurance can be given
that we will be able to operate on a profitable basis.

Due to the nature of our business and the early stage of our
development, our securities must be considered highly speculative. We have not
realized a profit from our operations to date and there is little likelihood
that we will realize any profits in the short or medium term. Any profitability
in the future from our business will be dependent upon the successful
development of our technology into commercial products, which is itself subject
to numerous risk factors described herein.

We expect to continue to incur development costs and operating
costs. Consequently, we expect to incur operating losses and negative cash flows
until our products gain market acceptance sufficient to generate a commercially
viable sustainable level of sales, and/or additional products are developed and
commercially released and sales of such products enable us to operate in a
profitable manner.

Because we can issue additional shares of common stock,
purchasers of our common stock may incur immediate dilution and may experience
further dilution.

We are authorized to issue up to 1,500,000,000 shares of common
stock, of which 60,348,000 shares are issued and outstanding. Our board of
directors has the authority to cause us to issue additional shares of common
stock, and to determine the rights, preferences and privileges of such shares,
without consent of any of our stockholders. Consequently, the stockholders may
experience more dilution in their ownership of our stock in the future.

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board. Trading
in stock quoted on the OTC Bulletin Board is often thin and characterized by
wide fluctuations in trading prices, due to many factors that may have little to
do with our operations or business prospects. This volatility could depress the
market price of our common stock for reasons unrelated to operating performance.
Moreover, the OTC Bulletin Board is not a stock exchange, and trading of
securities on the OTC Bulletin Board is often more sporadic than the trading of
securities listed on a quotation system like Nasdaq or a stock exchange like
Amex. Accordingly, shareholders may have difficulty reselling any of the
shares.

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- 24 -

A decline in the price of our common stock could affect our
ability to raise further working capital, it may adversely impact our ability to
continue operations and we may go out of business.

A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because we may attempt to acquire a significant
portion of the funds we need in order to conduct our planned operations through
the sale of equity securities, a decline in the price of our common stock could
be detrimental to our liquidity and our operations because the decline may cause
investors to not choose to invest in our stock. If we are unable to raise the
funds we require for all our planned operations, we may be forced to reallocate
funds from other planned uses and may suffer a significant negative effect on
our business plan and operations, including our ability to develop new products
and continue our current operations. As a result, our business may suffer, and
not be successful and we may go out of business. We also might not be able to
meet our financial obligations if we cannot raise enough funds through the sale
of our common stock and we may be forced to go out of business.

Our stock is a penny stock. Trading of our stock may be
restricted by the SEC's penny stock regulations which may limit a stockholder's
ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines "penny stock"to be any
equity security that has a market price (as defined) less than $5.00 per share
or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and "accredited investors" The term "accredited
investor"refers generally to institutions with assets in excess of $5,000,000 or
individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with their spouse. The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market. The broker-dealer also must provide
the customer with current bid and offer quotations for the penny stock, the
compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account. The bid and offer quotations, and the broker-dealer and
salesperson compensation information, must be given to the customer orally or in
writing prior to effecting the transaction and must be given to the customer in
writing before or with the customer's confirmation. In addition, the penny stock
rules require that prior to a transaction in a penny stock not otherwise exempt
from these rules; the broker-dealer must make a special written determination
that the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for the stock that is subject to these penny stock rules. Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities. We believe that the penny stock rules discourage investor interest
in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a
stockholder's ability to buy and sell our stock.

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

Other Risks

Because some of our officers and directors are located in
non-U.S. jurisdictions, you may have no effective recourse

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- 25 -

against the management for misconduct and may not be able to
enforce judgments and civil liabilities against our officers, directors, experts
and agents.

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

Trends, Risks and Uncertainties

We have sought to identify what we believe to be the most
significant risks to our business, but we cannot predict whether, or to what
extent, any of such risks may be realized nor can we guarantee that we have
identified all possible risks that might arise. Investors should carefully
consider all of such risk factors before making an investment decision with
respect to our common stock.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

Item 4T. Controls and Procedures.

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our president (who
is acting as our principal executive officer) and our chief financial officer
(who is acting as our principal financial officer and principal accounting
officer) to allow for timely decisions regarding required disclosure. In
designing and evaluating our disclosure controls and procedures, our management
recognizes that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and our management is required to apply its judgment in evaluating
the cost-benefit relationship of possible controls and procedures.

As of June 30, 2008, the end of the three month period year
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our president (who is acting
as our principal executive officer) and our chief financial officer (who is
acting as our principal financial officer and principal accounting officer), of
the effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president (who is acting as our
principal executive officer) and our chief financial officer (who is acting as
our principal financial officer and principal accounting officer) concluded that
our disclosure controls and procedures were effective as of the end of the
period covered by this quarterly report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended June 30, 2008
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

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- 26 -

Except as reported by us on a Current Report on Form 8-K, we
did not sell any equity securities which were not registered under the
Securities Act during the three month period ended June 30, 2008.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security
Holders.

None.

Item 5. Other Information.

None.

Item 6. Exhibits

|**Exhibit No.** | Description                                                                                                                                                                                                 
|--------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                |                                                                                                                                                                                                             
|3.1             | Articles of Incorporation (Incorporated by reference from
      our Registration Statement on Form SB-2 filed on March 8, 2007)                                                                             
|                |                                                                                                                                                                                                             
|3.2             | Bylaws (Incorporated by reference from our Registration
      Statement on Form SB-2 filed on March 8, 2007)                                                                                                
|                |                                                                                                                                                                                                             
|3.3             | Certificate of Change (Incorporated by reference from our
      Quarterly Report on Form 10-QSB filed on November 20, 2007)                                                                                 
|                |                                                                                                                                                                                                             
|3.4             | Certificate of Correction (Incorporated by reference from
      our Quarterly Report on Form 10- QSB/A filed on November 23,
  2007)                                                                        
|                |                                                                                                                                                                                                             
|3.5             | Articles of Merger (Incorporated by reference from our
      Current Report on Form 8-K filed on January 24, 2008)                                                                                          
|                |                                                                                                                                                                                                             
|4.1             | Specimen ordinary share certificate (Incorporated by
      reference from our Registration Statement on Form SB-2 filed on March 8,
      2007)                                                             
|                |                                                                                                                                                                                                             
|10.1            | Asset Purchase Agreement dated January 10, 2008 with
      Indigoleaf Associates Ltd. and Dr. Amnon Gonenne (incorporated by
      reference from our Current Report on Form 8-K filed on July 10,
    2008)
|                |                                                                                                                                                                                                             
|10.2            | Intellectual Property Assignment Agreement made effective
      July 7, 2008 with Indigoleaf Associates Ltd. (incorporated by reference
      from our Current Report on Form 8-K filed on July 10, 2008)   
|                |                                                                                                                                                                                                             
|10.3            | Form of Subscription Agreement (incorporated by reference
      from our Current Report on Form 8-K filed on July 10, 2008)                                                                                 
|                |                                                                                                                                                                                                             
|10.4            | Form of Escrow Agreement for unit subscribers
      (incorporated by reference from our Current Report on Form 8-K filed on
      July 10, 2008)                                                            
|                |                                                                                                                                                                                                             
|10.5            | Escrow Agreement dated July 7, 2008 with Dr. Amnon
      Gonenne (incorporated by reference from our Current Report on Form 8-K
      filed on July 10, 2008)                                               
|                |                                                                                                                                                                                                             
|10.6            | Escrow Agreement dated July 7, 2008 with Indigoleaf
      Associates Ltd. (incorporated by reference from our Current Report on Form
      8-K filed on July 10, 2008)                                      

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- 27 -

|10.7 | Employment Agreement dated July 7, 2008 with Dr. Amnon
      Gonenne (incorporated by reference from our Current Report on Form 8-K
      filed on July 10, 2008)
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                  
|10.8 | Employment Agreement dated July 7, 2008 with Dr. Elisha
      Orr (incorporated by reference from our Current Report on Form 8-K filed
      on July 10, 2008)   

|31.1* | Section 302 Certification of
      the Sarbanes-Oxley Act of 2002 of Dr. Amnon Gonenne
|----- | --------------------------------------------------------------------------------------
|      |                                                                                       
|31.2* | Section 302 Certification of
      the Sarbanes-Oxley Act of 2002 of Martin Bajic     
|      |                                                                                       
|32.1* | Section 906 Certification of
      the Sarbanes-Oxley Act of 2002 of Dr. Amnon Gonenne
|      |                                                                                       
|32.2* | Section 906 Certification of
      the Sarbanes-Oxley Act of 2002 of Martin Bajic     

* Filed herewith.

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SIGNATURES

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

Dated: August 12, 2008

MABCURE INC.

/s/ Dr.Amnon GonenneDr.Amnon GonennePresident,
Chief Executive Officer and a member of the Board of Directors (who also
performsas the Principal Executive Officer)August 12, 2008

/s/ Martin BajicMartin BajicChief Financial
Officer(who also performs as Principal Financial and Executive Officer and
Principal AccountingOfficer)August 12, 2008

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