---

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 ended September 30, 2009

[     ]    
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                                           | 20-4907813                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

De Schiervellaan 3/B1, 3500 Hasselt,
Belgium(Address of principal executive offices) (zip code)

+32 (48) 7425303(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 has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).Yes  [     ]  
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 ]

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

As of November 16, 2009, there were 60,399,725 shares of the
Registrant's common stock issued and outstanding.

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MABCURE, INC.

TABLE OF CONTENTS

Part IFinancial Information

|Item
      1.                                                                                                                                                                           | Financial
      Statements - Unaudited                                                      | 3 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --
|Consolidated
      Balance Sheets as of September 30, 2009, and December 31, 2008                                                                                                       | 3                                                                                          
|Consolidated
      Statements of Operations and Comprehensive (Loss) for the Three Months and
      Nine Months Ended September 30, 2009, and 2008, and Cumulative from
      Inception | 4                                                                                          
|Consolidated
      Statements of Cash Flows for the Nine Months Ended September 30, 2009, and
      2008, and Cumulative from Inception                                                 | 5                                                                                          
|Notes
      to Consolidated Financial Statements September 30, 2009, and 2008                                                                                                           | 6                                                                                          
|Item
      2.                                                                                                                                                                           | Managements
      Discussion and Analysis of Financial Condition and Results of Operations | 18
|Item
      3.                                                                                                                                                                           | Quantitative
      and Qualitative Disclosures About Market Risk                            | 22
|Item
      4T.                                                                                                                                                                          | Controls
      and Procedures                                                               | 22
|Part II  Other
      Information                                                                                                                                                      
|Item
      1.                                                                                                                                                                           | Legal
      Proceedings                                                                     | 23
|Item
      1A.                                                                                                                                                                          | Risk
      Factors                                                                          | 23
|Item
      2.                                                                                                                                                                           | Unregistered
      Sales of Equity Securities and Use of Proceeds                           | 23
|Item
      3.                                                                                                                                                                           | Defaults
      upon Senior Securities                                                       | 23
|Item
      4.                                                                                                                                                                           | Submission
      of Matters to a Vote of Security Holders                                   | 23
|Item
      5.                                                                                                                                                                           | Other
      Information                                                                     | 23
|Item
      6.                                                                                                                                                                           | Exhibits                                                                                    | 23
|Signatures                                                                                                                                                                              | 25                                                                                         

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|PART I - FINANCIAL INFORMATION                 
|-----------------------------------------------
|Item 1. Financial Statements  (Unaudited)     
|                                               
|MABCURE INC. AND SUBSIDIARY                    
|(A DEVELOPMENT STAGE COMPANY)                  
|CONSOLIDATED BALANCE SHEETS                    
|AS OF SEPTEMBER 30, 2009, AND DECEMBER 31, 2008
|(Unaudited)                                    
|                                               
|ASSETS                                         

|                                                                     |   | As of         |   |   | As of        |  
|-------------------------------------------------------------------- | - | ------------- | - | - | ------------ | -
|                                                                     |   | September 30, |   |   | December 31, |  
|                                                                     |   | 2009          |   |   | 2008         |  
|Current Assets:                                                      |   |               |   |   |              |  
|Cash and cash equivalents                                            | $ | 578,179       |   | $ | 811,439      |  
|Accounts receivable -
      Other                                    |   | 25,006        |   |   | 10,574       |  
|Prepaid expenses                                                     |   | 28,952        |   |   | 16,586       |  
|Total current assets                                                 |   | 632,137       |   |   | 838,599      |  
|Property and Equipment:                                              |   |               |   |   |              |  
|Computer and office
      equipment                                  |   | 10,700        |   |   | 3,084        |  
|Furniture and fixtures                                               |   | 8,517         |   |   | 8,198        |  
|Lab equipment                                                        |   | 112,834       |   |   | 92,974       |  
|Vehicles                                                             |   | 73,268        |   |   | 62,324       |  
|Website development
      costs                                      |   | 3,640         |   |   | 3,640        |  
|                                                                     |   | 208,959       |   |   | 170,220      |  
|Less - Accumulated
      depreciation and amortization               |   | (34,606       | ) |   | (4,054       | )
|Net property and equipment                                           |   | 174,353       |   |   | 166,166      |  
|Other Assets:                                                        |   |               |   |   |              |  
|Intellectual property                                                |   | 18,485,286    |   |   | 18,485,286   |  
|Security deposits                                                    |   | 2,408         |   |   | 3,877        |  
|Total other assets                                                   |   | 18,487,694    |   |   | 18,489,163   |  
|Total Assets                                                         | $ | 19,294,184    |   | $ | 19,493,928   |  
|                                                                     |   |               |   |   |              |  
|LIABILITIES AND
      STOCKHOLDERS' EQUITY                           |  
|Current Liabilities:                                                 |   |               |   |   |              |  
|Current portion of
      capital lease obligations                   | $ | 36,421        |   | $ | 31,473       |  
|Loans payable                                                        |   | 558,258       |   |   | 58,258       |  
|Accounts payable and
      accrued liabilities                       |   | 156,420       |   |   | 97,000       |  
|Due to related parties - Directors and
      officers                |   | 21,571        |   |   | 8,138        |  
|Total current liabilities                                            |   | 772,670       |   |   | 194,869      |  
|Long-Term Debt, less current portion:                                |   |               |   |   |              |  
|Capital lease
      obligations                                      |   | 67,321        |   |   | 91,606       |  
|Total long-term debt                                                 |   | 67,321        |   |   | 91,606       |  
|Total liabilities                                                    |   | 839,991       |   |   | 286,475      |  
|Commitments and Contingencies                                        |   |               |   |   |              |  
|Stockholders' Equity:                                                |   |               |   |   |              |  
|Common stock, par value $0.001 per
      share; 1,500,000,000 shares |   |               |   |   |              |  
|authorized; 60,348,000 shares issued and outstanding in 2009 and     |   |               |   |   |              |  
|2008, respectively                                                   |   | 60,348        |   |   | 60,348       |  
|Additional paid-in
      capital                                     |   | 19,948,560    |   |   | 19,782,348   |  
|Donated capital                                                      |   | 13,000        |   |   | 13,000       |  
|Accumulated other
      comprehensive (loss)                         |   | (12,185       | ) |   | (7,470       | )
|(Deficit) accumulated during the
      development stage             |   | (1,555,530    | ) |   | (640,773     | )
|Total stockholders' equity                                           |   | 18,454,193    |   |   | 19,207,453   |  
|Total Liabilities and Stockholders' Equity                           | $ | 19,294,184    |   | $ | 19,493,928   |  

The accompanying notes to consolidated financial statements
are an integral part of these consolidated balance sheets.

3

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|MABCURE INC. AND SUBSIDIARY                                                       
|----------------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                                     
|CONSOLIDATED STATEMENTS OF OPERATIONS AND
      COMPREHENSIVE (LOSS)              
|FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER
      30, 2009, AND 2008, AND
|CUMULATIVE FROM INCEPTION (MAY 8, 2006) THROUGH
      SEPTEMBER 30, 2009          
|(Unaudited)                                                                       

|                                              |   | Three Months Ended |   |   | Nine Months Ended |   |   | Cumulative |  
|--------------------------------------------- | - | ------------------ | - | - | ----------------- | - | - | ---------- | -
|                                              |   | September 30,      |   |   | September 30,     |   |   | From       |  
|                                              |   | 2009               |   |   | 2008              |   |   | 2009       |  
|                                              |   |                    |   |   |                   |   |   |            |  
|Revenues                                      | $ | -                  |   | $ | -                 |   | $ | -          |  
|Expenses:                                     |   |                    |   |   |                   |   |   |            |  
|Research and
      development                |   | 23,656             |   |   | -                 |   |   | 150,763    |  
|General and administrative-                   |   |                    |   |   |                   |   |   |            |  
|Salaries
      and wages                      |   | 69,859             |   |   | 85,140            |   |   | 211,957    |  
|Stock-based compensation                      |   | 166,212            |   |   | -                 |   |   | 166,212    |  
|Professional fees                             |   | 21,357             |   |   | 29,226            |   |   | 69,324     |  
|Management and consulting                     |   | 15,577             |   |   | 3,626             |   |   | 36,223     |  
|Travel                                        |   | 10,948             |   |   | 15,203            |   |   | 31,587     |  
|Marketing and public
      relations          |   | 53,669             |   |   | 3,756             |   |   | 104,575    |  
|Insurance                                     |   | 7,907              |   |   | 6,226             |   |   | 30,132     |  
|Office                                        |   | 6,825              |   |   | 2,473             |   |   | 24,570     |  
|Employee
      housing                        |   | 5,570              |   |   | 2,871             |   |   | 17,768     |  
|Depreciation and
      amortization           |   | 10,595             |   |   | 440               |   |   | 28,677     |  
|Meals and
      entertainment                 |   | 2,179              |   |   | 5,294             |   |   | 9,615      |  
|Bank and other charges                        |   | 2,345              |   |   | 1,166             |   |   | 13,224     |  
|Office
      rent                             |   | 3,216              |   |   | -                 |   |   | 11,748     |  
|Tax and licenses                              |   | -                  |   |   | -                 |   |   | 4,543      |  
|Total general and administrative expenses     |   | 376,259            |   |   | 155,421           |   |   | 760,155    |  
|                                              |   |                    |   |   |                   |   |   |            |  
|(Loss) from Operations                        |   | (399,915           | ) |   | (155,421          | ) |   | (910,918   | )
|Other Income (Expense):                       |   |                    |   |   |                   |   |   |            |  
|Interest and other
      income               |   | 532                |   |   | 1,095             |   |   | 3,791      |  
|Interest expense                              |   | (4,119             | ) |   | -                 |   |   | (7,630     | )
|                                              |   |                    |   |   |                   |   |   |            |  
|Total other income (expense)                  |   | (3,587             | ) |   | 1,095             |   |   | (3,839     | )
|(Loss) before Income Taxes                    |   | (403,502           | ) |   | (154,326          | ) |   | (914,757   | )
|Provision for income taxes                    |   | -                  |   |   | -                 |   |   | -          |  
|Net (Loss)                                    |   | (403,502           | ) |   | (154,326          | ) |   | (914,757   | )
|Comprehensive (Loss):                         |   |                    |   |   |                   |   |   |            |  
|Foreign currency
      translation adjustment |   | (2,326             | ) |   | -                 |   |   | (4,715     | )
|Total Comprehensive (Loss)                    | $ | (405,828           | ) | $ | (154,326          | ) | $ | (919,472   | )
|(Loss) Per Common Share:                      |   |                    |   |   |                   |   |   |            |  
|(Loss) per common share - Basic               | $ | (0.01              | ) | $ | (0.00             | ) | $ | (0.02      | )
|(Loss) per common share
      - Diluted       | $ | (0.01              | ) | $ | (0.00             | ) | $ | (0.02      | )
|Weighted Average Number of Common Shares      |   |                    |   |   |                   |   |   |            |  
|Outstanding -
      Basic                     |   | 60,348,000         |   |   | 58,257,913        |   |   | 60,348,000 |  
|Outstanding - Diluted                         |   | 60,428,217         |   |   | 58,257,913        |   |   | 60,375,033 |  

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

4

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|MABCURE INC. AND SUBSIDIARY                                             
|------------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                           
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                   
|FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009, AND
      2008, AND       
|CUMULATIVE FROM INCEPTION (MAY 8, 2006) THROUGH
      SEPTEMBER 30, 2009
|(Unaudited)                                                             

|                                                          |   | Nine Months Ended |   |   | Cumulative |  
|--------------------------------------------------------- | - | ----------------- | - | - | ---------- | -
|                                                          |   | September 30,     |   |   | From       |  
|                                                          |   | 2009              |   |   | 2008       |  
|                                                          |   |                   |   |   |            |  
|Operating Activities:                                     |   |                   |   |   |            |  
|Net (loss)                                                | $ | (914,757          | ) | $ | (327,826   | )
|Adjustments to
      reconcile net (loss) to net cash     |   |                   |   |   |            |  
|(used in) operating activities:                           |   |                   |   |   |            |  
|Depreciation and amortization                             |   | 30,552            |   |   | 542        |  
|Donated services                                          |   | -                 |   |   | 3,000      |  
|Services paid by the issuance of common stock             |   | -                 |   |   | -          |  
|Stock-based compensation for issued stock options         |   | 166,212           |   |   | -          |  
|Changes in net assets and liabilities-                    |   |                   |   |   |            |  
|Accounts receivable - Other                               |   | (14,432           | ) |   | -          |  
|Prepaid expenses and deposits                             |   | (10,897           | ) |   | (23,583    | )
|Accounts payable and accrued liabilities                  |   | 59,420            |   |   | 102,894    |  
|Net Cash (Used in) Operating
      Activities             |   | (683,902          | ) |   | (244,973   | )
|Investing Activities:                                     |   |                   |   |   |            |  
|Purchases of
      property and equipment                 |   | (38,739           | ) |   | (11,324    | )
|Net Cash (Used in) Investing Activities                   |   | (38,739           | ) |   | (11,324    | )
|Financing Activities:                                     |   |                   |   |   |            |  
|Proceeds from loans payable                               |   | 500,000           |   |   | 12,993     |  
|Payments on loan
      payable                            |   | -                 |   |   |            |  
|Proceeds from capital lease
      obligations             |   | -                 |   |   | -          |  
|Payments of
      principal on capital lease obligations  |   | (19,337           | ) |   | -          |  
|Proceeds from loans from related
      parties            |   | 28,078            |   |   | 13,338     |  
|Payments on
      loans from related parties              |   | (14,645           | ) |   |            |  
|Issuance of common stock for
      cash                   |   | -                 |   |   | 1,300,000  |  
|Net Cash Provided by (Used in) Financing
      Activities |   | 494,096           |   |   | 1,326,331  |  
|Effect of Exchange Rate Changes on Cash                   |   |                   |   |   |            |  
|and Cash
      Equivalents                                |   | (4,715            | ) |   | -          |  
|Net Increase (Decrease) in Cash and Cash Equivalents      |   | (233,260          | ) |   | 1,070,034  |  
|Cash and Cash Equivalents - Beginning of
      Period     |   | 811,439           |   |   | -          |  
|Cash and Cash Equivalents - End of Period                 | $ | 578,179           |   | $ | 1,070,034  |  
|Supplemental Disclosure of Cash Flow
      Information:   |   |                   |   |   |            |  
|Cash paid during the period for:                          |   |                   |   |   |            |  
|Interest                                                  | $ | 5,130             |   | $ | -          |  
|Income taxes                                              | $ | -                 |   | $ | -          |  

Supplemental Information of Noncash Investing and Financing
Activities:

On July 7, 2008, MabCure issued
25,638,400 (post forward stock split) shares of common stock for intellectual
property valued at $18,485,286 pursuant to an asset purchase agreement dated
January 10, 2008, as amended.

On July 7, 2008, MabCure issued
6,409,600 (post forward stock split) shares of common stock to an officer and
Director of the Company as a founder valued at $6,410 pursuant to an asset
purchase agreement dated January 10, 2008, as amended.

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

5

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|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

|(1) | Summary of Significant Accounting
      Policies
|--- | ------------------------------------------------

Basis of Presentation and Organization

MabCure Inc. (MabCure or the Company) was incorporated in
the State of Nevada on May 8, 2006, under the name of Smartec Holdings, Inc. The
Company originally was in the business of developing a detergent for removing
pesticides from fruits and vegetables. Because the Company was not successful in
implementing its business plan, it considered various alternatives to ensure the
viability and solvency of the Company. On January 10, 2008, the Company changed
its name to MabCure Inc. to better reflect its new business plan. On January 10,
2008, MabCure entered into an asset purchase agreement with Indigoleaf
Associates Ltd. (Indigoleaf) and Dr. Amnon Gonenne pursuant to which the
Company 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. The Company 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.
Pursuant to the asset purchase agreement, as amended on April 2, 2009, the
Company issued 25,638,400 (post forward stock split) shares of its common stock
to Indigoleaf in consideration for the purchase of Indigoleafs proprietary
technology, and the Company issued 6,409,600 (post forward stock split) shares
of common stock to Dr. Gonenne in consideration for being one of the founders of
the Companys cancer therapy and detection business.

On October 30, 2008, the Company established MabCure, N.V., a
wholly owned subsidiary in Belgium. The Belgian subsidiary was established in
order to accelerate the development and commercialization of MabCures
proprietary products for the early detection of cancer with specific antibodies
and for the creation of highly specific therapeutics (antibodies and novel
drugs) against cancer. MabCure, N.V. will be eligible to apply for research
grants from the Flemish Government.

On June 27, 2008, pursuant to the asset purchase agreement, the
Company closed a private placement consisting of 1,300,000 units of MabCures
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 non-transferable share
purchase warrant entitling the holder thereof to purchase one share of common
stock for a period of 12 months commencing from the closing of the asset
purchase agreement, at an exercise price of $1.25 per common share; and (iii)
one non-transferable share purchase warrant entitling the holder thereof to
purchase one share of common stock for a period of 24 months commencing from the
closing of the asset purchase agreement, at an exercise price of $1.25 per
common share.

Principles of Consolidation

The accompanying consolidated financial statements include the
accounts of the Company and its wholly owned Belgian subsidiary, MabCure, N.V.
All significant intercompany accounts and transactions have been eliminated in
consolidation.

Unaudited Interim Consolidated Financial Statements

The interim consolidated financial statements of MabCure as of
September 30, 2009, and December 31, 2008, and for the three-month and
nine-month periods ended September 30, 2009, and 2008, and cumulative from
inception, have been prepared in conformity with accounting principles generally
accepted in the United States of America (GAAP) for interim reporting, and in
accordance with the requirements of this Quarterly Report on Form 10-Q. The
accompanying interim consolidated financial statements are unaudited and are
subject to year-end adjustments. In the opinion of management, the accompanying
interim consolidated financial statements include all known adjustments (which
consist primarily of normal, recurring accruals, estimates, and assumptions that
impact the financial statements) necessary to present fairly the consolidated
financial position at the balance sheet dates and the consolidated results of
operations for the three months and nine months then ended, and cumulative from
inception. The accompanying interim consolidated financial statements should be
read in conjunction with the audited financial statements and footnotes thereto
included within the Companys Annual Report on Form 10-K for the fiscal year
ended December 31, 2008 filed with the SEC. The results of operations for the
threemonth and nine-month periods ended September 30, 2009, are not necessarily
indicative of operating results of the full year ending December 31, 2009.

6

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|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

Cash and Cash Equivalents

For purposes of reporting within the consolidated statements of
cash flows, the Company considers all cash on hand, cash accounts not subject to
withdrawal restrictions or penalties, and all highly liquid debt instruments
purchased with a maturity of three months or less to be cash and cash
equivalents.

Property and equipment

Property and equipment are recorded at historical cost. Minor
additions and renewals are expensed in the year incurred. Major additions and
renewals are capitalized and depreciated over their estimated useful lives. When
property and equipment are retired or otherwise disposed of, the cost and
accumulated depreciation are removed from the accounts, and any resulting gain
or loss is included in the results of operations for the respective period. The
Company uses the straight-line method of depreciation. The estimated useful
lives for significant property and equipment categories are as follows:

Computers and office equipment
    3 yearsComputer software
    3 yearsFurniture and Fixtures
    5-10 yearsEquipment and tools
    5 yearsVehicles
    5 years


Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets
and the related estimated remaining lives at each balance sheet date. The
Company records an impairment or change in useful life whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable or the useful life has changed. For the three and nine months ended
September 30, 2009, and 2008, no events or circumstances occurred for which an
evaluation of the recoverability of long-lived assets was required.

Lease Obligations

All noncancellable leases with an initial term greater than one
year are categorized as either capital or operating leases. Assets recorded
under capital lease obligations are amortized according to the same methods
employed for property and equipment or over the term of the related lease, if
shorter.

Fair Value of Financial Instruments

The Company estimates the fair value of financial instruments
using the available market information and valuation methods. Considerable
judgment is required in estimating fair value. Accordingly, the estimates of
fair value may not be indicative of the amounts the Company could realize in a
current market exchange. As of September 30, 2009, and December 31, 2008, the
carrying value of the Companys financial instruments approximated fair value
due to the short-term maturity of these instruments.

Foreign Currency Translation

MabCure accounts for foreign currency translation pursuant to
SFAS No. 52, Foreign Currency Translation (SFAS No. 52). The
functional currency of the Companys Belgian subsidiary is the euro. Under SFAS
No. 52, all assets and liabilities are translated into United States dollars
using the current exchange rate at the end of each fiscal period. Revenues and
expenses are translated using the average exchange rates prevailing throughout
the respective periods. Translation adjustments are included in other
comprehensive income (loss) for the period. Certain transactions of the
Companys Belgian subsidiary are denominated in United States dollars.
Translation gains or losses related to such transactions are recognized for each
reporting period in the related interim consolidated statements of operations
and comprehensive (loss).

7

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|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

Revenue Recognition

The Company is in the development stage and has yet to realize
revenues from planned operations. It plans to recognize revenues from developing
and commercializing its proprietary antibody technology for the early detection
of cancer and for the creation of highly specific therapeutics (antibodies and
novel drugs) against cancer. Revenues will be recognized for financial reporting
purposes when delivery has occurred provided there is persuasive evidence of an
agreement, acceptance has been approved by the customer, the fee is fixed or
determinable, and collection of the related receivable is probable.

Website Development Costs

The Company recognizes website development costs in accordance
with Emerging Issue Task Force (EITF) No. 00-02, Accounting for Website
Development Costs. As such, the Company expenses all costs incurred that
relate to the planning and post implementation phases of development of its
website. Direct costs incurred in the development phase are capitalized and
recognized over the estimated useful life. Costs associated with repair or
maintenance for the website are included in general and administrative expenses
in the accompanying interim consolidated statements of operations and
comprehensive (loss). As of September 30, 2009, and December 31, 2008, the
Company had capitalized $3,640 related to website development costs.

Basic and Diluted Loss per Share

In accordance with SFAS No. 128, Earnings Per Share
(SFAS No. 128), 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 similarly 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.

Income Taxes

The Company accounts for income taxes pursuant to SFAS No. 109,
Accounting for Income Taxes (SFAS No. 109). Under SFAS No. 109,
deferred tax assets and liabilities are determined based on temporary
differences between the bases of certain assets and liabilities for income tax
and financial reporting purposes. The deferred tax assets and liabilities are
classified according to the consolidated financial statement classification of
the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to
deferred tax assets. The Company establishes a valuation allowance based upon
the potential likelihood of realizing the deferred tax asset and taking into
consideration the Companys consolidated financial position and results of
operations for the current period. Future realization of the deferred tax
benefit depends on the existence of sufficient taxable income within the
carryforward period under the Federal tax laws.

Changes in circumstances, such as the Company generating
taxable income, could cause a change in judgment about the realizability of the
related deferred tax asset. Any change in the valuation allowance will be
included in income in the year of the change in estimate.

Stock-based Compensation

In December 2004, the FASB issued SFAS No. 123R,
Share-Based Payment (SFAS No. 123R), which replaced SFAS No. 123,
Accounting for Stock-Based Compensation (SFAS No. 123) and superseded
APB Opinion No. 25, Accounting for Stock Issued to Employees. In
January 2005, the 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
consolidated 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 are an alternative to consolidated financial statement recognition. Under
SFAS No. 123R, the Company must determine the appropriate fair value model to be

8

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

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.

On August 10, 2009, the Company granted to Directors and
officers 420,000 options to purchase a like number of shares of common stock. As
of September 30, 2009, 180,000 of such options were fully vested. Fair value was
estimated at the date of grant using the Black-Scholes pricing model, with the
following weighted average assumptions:

Risk-free interest
      rate
    1.69%Expected dividend
      yield
    NoneExpected life
    2.82
      yearsExpected
      volatility
    200.97%


The weighted-average grant-date fair value of options on August
10, 2009, was $0.79 per share.

The risk-free interest rate used in the Black-Scholes valuation
method is based on the implied yield currently available in U.S. Treasury
securities at maturity with an equivalent term. The Company has not declared or
paid any dividends and does not currently expect to do so in the future. The
expected term of options represents the period that our stock-based awards are
expected to be outstanding and was determined based on projected holding periods
for the remaining unexercised shares. Consideration was given to the contractual
terms of our stock-based awards, vesting schedules and expectations of future
employee behavior. Expected volatility is based on the Companys historical
volatility of its stock price.

The Companys stock price volatility and option lives involve
managements best estimates, both of which impact the fair value of the option
calculated under the Black-Scholes methodology and, ultimately, the expense that
will be recognized over the life of the option.

When options are exercised, the policy of the Company is to
issue previously unissued shares of common stock to satisfy share option
exercises. As of September 30, 2009, the Company had 1,439,652,000 shares of
authorized but unissued common stock.

No tax benefits were attributed to the stock-based compensation
expense because a valuation allowance was maintained for substantially all net
deferred tax assets.

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.

Estimates

The accompanying interim consolidated financial statements are
prepared on the basis of accounting principles generally accepted in the United
States of America. The preparation of consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities as of September 30, 2009, and December 31, 2008, and revenues and
expenses for the three months and nine months ended September 30, 2009, and
2008, and cumulative from inception. Actual results could differ from those
estimates made by management.

Reclassification

9

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

Certain 2008 amounts have been reclassified to conform to the
2009 presentation.

|(2) | Development Stage Activities and Going
      Concern
|--- | ----------------------------------------------------

The Company is currently in the development stage. The original
business plan of the Company was to develop a detergent for removing pesticides
from fruits and vegetables. However, the Company has changed its business plan
to develop and commercialize its proprietary antibody technology for the early
detection of cancer and for the creation of highly specific therapeutics
(antibodies and novel drugs) against cancer. The Company plans to continue its
capital formation activities through the issuance of debt and shares of common
stock.

While management of the Company believes that it will be
successful in its capital formation and planned operating activities, there can
be no assurance that the Company will be able to raise additional equity
capital, or be successful in the development and commercialization of its
proprietary antibody technology for the early detection of cancer or for the
creation of highly specific therapeutics (antibodies and novel drugs) against
cancer that will generate sufficient revenues to sustain the operations of the
Company.

The accompanying interim consolidated financial statements have
been prepared in conformity with accounting principles generally accepted in the
United States of America, which contemplate continuation of the Company as a
going concern. MabCure has not established any source of revenues to cover its
operating costs, and as such, has incurred an operating loss since inception.
Further, as of September 30, 2009, and December 31, 2008, the cash resources of
the Company were insufficient to meet its current business plan. These and other
factors raise substantial doubt about the Companys ability to continue as a
going concern. The accompanying interim consolidated financial statements do not
include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the possible inability of the Company to
continue as a going concern.

|(3) | Purchase of Intellectual Property and Stock
      Issuance to Founder
|--- | ---------------------------------------------------------------------

On January 10, 2008, MabCure entered into an asset purchase
agreement with Indigoleaf Associates Ltd. (Indigoleaf) and Dr. Amnon Gonenne
pursuant to which the Company 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. The Company 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. Pursuant to the asset purchase agreement, as amended
on April 2, 2009, the Company issued 25,638,400 (post forward stock split)
shares of its common stock to Indigoleaf in consideration for the purchase of
Indigoleafs proprietary technology, valued at $18,486,286 and the Company,
issued 6,409,600 (post forward stock split) shares of common stock to Dr.
Gonenne in consideration for being one of the founders of the Companys cancer
therapy and detection business.

On April 2, 2009, the Company entered into an amendment to the
asset purchase agreement dated January 10, 2008, whereby the parties specified
their original intention that the 6,409,600 (post forward stock split) shares of
the Companys common stock that were issued to Dr. Gonenne were, in fact, issued
to Dr. Gonenne as founders shares as consideration for being one of the
founders of the Companys cancer therapy and detection business. The amendment
to the asset purchase agreement provided that up to 75 percent of the shares
issued to Dr. Gonenne, i.e., up to 4,807,200 (post forward stock split) shares
of the Companys common stock, are subject to a lapsing repurchase right that
may be exercised by the Company in the event Dr. Gonennes employment agreement
with the Company is terminated within 18 months from July 7, 2008. The 4,807,200
(post forward stock split) shares of the Companys common stock subject to the
lapsing repurchase right shall be released from such right in three 6-month
intervals, such that 1/3 of the shares (i.e. 1,602,400 post forward stock
shares) shall be released from the lapsing repurchase right at the end of each
6-month interval, provided that at each respective 6-month interval, Dr. Gonenne
continues to be retained by the Company pursuant to his employment agreement.
All of the 4,807,200 shares of common stock shall be released from the lapsing
repurchase right and no longer subject thereto upon the expiration of a
continuous period of employment of 18 months from July 7, 2008.

The purchase of intellectual property from Indigoleaf, was
accounted for under SFAS No. 142, Accounting for Goodwill and Other
Intangible Assets (SFAS No. 142). The value of the intellectual property
acquired on July 7, 2008, was calculated

10

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

using the fair market value of the Companys common stock 15
days before and after the acquisition times a discount factor to reflect the
fact that the issued stock is restricted and is escrowed for an extended period
of time under the agreement. This value amounted to $18,485,286 for the
25,638,400 (post forward stock split) shares issued by Indigoleaf and was
recorded by the Company as an intangible asset, intellectual property in the
accompanying interim consolidated balance sheets as of September 30, 2009, and
December 31, 2008. The management of the Company believes that there are no
legal, regulatory, contractual, competitive, or economic factors that limit the
useful life of this intangible asset. Consequently, the Company considers the
useful life of this asset to be indefinite and has recorded no amortization
expense. In accordance with SFAS No. 142, the Company will, on a periodic basis,
re-evaluate the remaining useful life of this intangible asset to determine
whether events and circumstances continue to support an indefinite useful
life.

|(4) | Loan Payable and Lease Obligations
|--- | ----------------------------------

Leases:

Capital Leases

The Company currently has capital lease commitments for
furniture, fixtures, and vehicles. As of September 30, 2009, the total cost of
capitalized leases presented in the accompanying consolidated balance sheets
amounted to $103,742. Amortization of the capital lease costs is included in
depreciation and amortization expense.

Operating Lease

In addition, the Company currently has operating lease
commitments for office space and employee housing with unrelated parties for a
period of up to three years through September 2011. Lease expense related to the
office space for the three and nine months ended September 30, 2009 amounted to
$3,277 and $11,748, respectively. Lease expense related to employee housing for
the three and nine months ended September 30, 2009 was $5,323 and $17,475,
respectively.

Future noncancellable minimum rental commitments for leases as
of September 30, 2009, were as follows:

Operating
    
    
    CapitalSeptember
      30,
    
    Leases
    
    
    Leases2010
    $
    27,579
    
    $
    41,8022011
    
    26,484
    
    
    41,8022012
    
    -
    
    
    21,7772013
    
    -
    
    
    8,777Thereafter
    
    -
    
    
    -Total
    $
    54,063
    
    
    114,158Less - Amount representing
      interest
    
    
    (10,416
    )Present value of net minimum lease payments
    
    
    103,742Less - Current portion
    
    
    
    
    (36,421
    )Capital lease obligations, less current portion
    
    $
    67,321


Loans Payable:

On September 2, 2009, the Company entered into a loan agreement
to obtain a bridge loan of $500,000 from a third-party lender. The loan amount
bears interest at a rate of six percent per annum, is unsecured, and matures on
September 2, 2010. The accrued interest will be payable on the repayment of the
loan. The loan amount will be used for ordinary working capital needs. As of
September 30, 2009, the amount due was $500,000.

The Company has a third-party loan payable that was provided
for working capital purposes, and is non-interest bearing, unsecured, and has no
terms for repayment. As of September 30, 2009, and December 31, 2008, the amount
due was $58,258.

11

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

|(5) | Donated Capital
|--- | ---------------

The Company records transactions of commercial substance with
related parties at fair value as determined by management. The Company
recognized donated services of its Directors for management fees, valued at $500
per month. As of September 30, 2008, the total value of donated services was
$13,000, recorded under the Stockholders Equity (Deficit) section of the
consolidated balance sheets.

Beginning July 1, 2008, the Company no longer recorded donated
services of Directors. Future services performed by Company Directors will be
paid using cash and expensed as incurred.

|(6) | Common Stock
|--- | ------------

The Company is authorized to issue 1,500,000,000 shares of
$0.001 par value common stock. All common stock shares have equal voting rights,
are non-assessable, have one vote per share, 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. Voting rights are not cumulative and, therefore, the holders of
more than 50 percent of the common stock could, if they choose to do so, elect
all of the Directors of the Company.

On November 26, 2007, the Company implemented a 20-for-1
forward stock split of its authorized, issued, and outstanding common stock. As
a result, the authorized capital of the Company increased from 75,000,000 shares
of common stock with a par value of $0.001, to 1,500,000,000 shares of common
stock with a par value of $0.001. The accompanying consolidated financial
statements have been adjusted accordingly to reflect this forward stock
split.

On December 20, 2006, the Company issued 51,000,000 (post
forward stock split) shares of common stock at a price of $0.001 per share for
total proceeds of $51,000.

On December 11, 2007, 24,000,000 (post forward stock split)
shares of common stock were returned to the treasury and retired. The par value
of the returned shares of $24,000 were reallocated to additional paid-in
capital.

On June 27, 2008, pursuant to the asset purchase agreement, the
Company closed a private placement consisting of 1,300,000 units of MabCures
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 non-transferable share
purchase warrant entitling the holder thereof to purchase one share of common
stock for a period of 12 months commencing from the closing of the asset
purchase agreement, at an exercise price of $1.25 per common share; and (iii)
one non-transferable share purchase warrant entitling the holder thereof to
purchase one share of common stock for a period of 24 months commencing from the
closing of the asset purchase agreement, at an exercise price of $1.25 per
common share.

On July 7, 2008, the Company issued 25,638,400 (post forward
stock split) shares of its common stock to Indigoleaf Associates Ltd, and
6,409,600 (post forward stock split) shares of the Companys common stock to Dr.
Amnon Gonenne, following the asset purchase agreement discussed in Note 3,
entitled, Purchase of Intellectual Property and Stock Issuance to Founder.

Stock options

On August 4, 2009, as part of the Companys Annual Meeting of
Shareholders, the shareholders of the Company approved the adoption of the
MabCure, Inc. 2009 Stock Option Plan (the Plan). The purpose of this Plan is
to retain the services of valued key employees and consultants of the Company
and to encourage such persons to acquire a greater proprietary interest in the
Company, thereby strengthening their incentive to achieve the objectives of the
shareholders of the Company, and to serve as an aid and inducement in the hiring
of new employees and to provide an equity incentive to consultants and other
persons selected by the Company. The Company has reserved 6,034,800 shares of
common stock, par value $0.001 per share, for issuance under the Plan, subject
to adjustment to protect against dilution in the event of certain changes in the
Companys capitalization.

12

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

The following is a summary of stock option grants issued under
the Plan:

In August 2009, the Company granted an option to each of two
members of the Companys Board of Directors to purchase 120,000 shares (total 
240,000 shares) of its common stock at an exercise price of $0.87 per share.

In August 2009, the Company granted an option to purchase
180,000 shares of its common stock at an exercise price of $0.87 per share to
its Chief Financial Officer.

The following table summarizes stock option activity for the
Company during the nine months ended September 30, 2009:

|                                             |  |         |  |   | Weighted       |  |  | Weighted Average |  |   | Aggregate       | 
|-------------------------------------------- |  | ------- |  | - | -------------- |  |  | ---------------- |  | - | --------------- | 
|                                             |  | Options |  |   | Average        |  |  | Remaining        |  |   | Intrinsic Value | 
|                                             |  |         |  |   | Exercise Price |  |  | Contractual Term |  |   |                 | 
|Outstanding December 31, 2008                |  | None    |  |   |                |  |  |                  |  |   |                 | 
|Granted                                      |  | 420,000 |  | $ | 0.87           |  |  |                  |  |   |                 | 
|Exercised                                    |  | -       |  |   | -              |  |  |                  |  |   |                 | 
|Forfeited or expired                         |  | -       |  |   | -              |  |  |                  |  |   |                 | 
|Outstanding September
      30, 2009         |  | 420,000 |  | $ | 0.87           |  |  | 4.86             |  | $ | 218,400         | 
|Vested and Exercisable at September 30, 2009 |  | 180,000 |  | $ | 0.87           |  |  | 4.86             |  | $ | 93,600          | 

As of September 30, 2009, the total unrecognized compensation
cost related to stock options amounted to $166,074, which will be recognized
over the remaining requisite service period through August 2011.

|(7) | Income Taxes
|--- | ------------

The provision (benefit) for income taxes for the nine months
ended September 30, 2009, and 2008 were as follows (using a 34 percent effective
Federal income tax rate):

2009
    
    
    2008Current Tax Provision:Federal-Taxable income
    $
    -
    
    $
    -Total current tax provision
    $
    -
    
    $
    -Deferred Tax Provision:Federal-Loss carryforwards
    $
    311,017
    
    $
    111,461Change in
      valuation allowance
    
    (311,017
    )
    
    (111,461
    )Total deferred tax provision
    $
    -
    
    $
    -


The Company had deferred income tax assets as of September 30,
2009, and December 31, 2008, as follows:

2009
    
    
    2008Loss carryforwards
    $
    528,880
    
    $
    217,863Less - Valuation allowance
    
    (528,880
    )
    
    (217,863
    )Total net deffered tax
      assets
    $
    -
    
    $
    -


As of September 30, 2009, and December 31, 2008, the Company
had net operating loss carryforwards for income tax reporting purposes of
approximately $1,555,530 (2008: $640,733) that may be offset against future
taxable income. The net

13

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

operating loss carryforwards expire in the year 2029. Current
tax laws limit the amount of loss available to be offset against future taxable
income when a substantial change in ownership occurs or a change in the nature
of the business. Therefore, the amount available to offset future taxable income
may be limited.

No tax benefit has been reported in the interim consolidated
financial statements for the realization of loss carryforwards, as the Company
believes there is high probability that the carryforwards will not be utilized
in the foreseeable future. Accordingly, the potential tax benefits of the loss
carryforwards are offset by a valuation allowance of the same amount.

|(8) | Related Party Transactions
|--- | --------------------------

As of September 30, 2009, the Company owed to Directors and
officers of the Company a total of $21,571 (2008: $8,138) for various working
capital loans received by the Company. The loans are unsecured, non-interest
bearing, and have no terms for repayment.

|(9) | Commitments and Contingencies
|--- | -----------------------------

The Company is subject to various commitments under contractual
and other commercial obligations. Refer to Note 4 entitled Loan Payable and
Lease Obligations for minimum rental commitments under non-cancelable operating
and capital lease obligations as of September 30, 2009.

On March 15, 2009, the Company entered into an agreement with a
third party to provide investor and public relations services to the Company.
The term of the agreement is 18 months, during which the Company shall pay to
the third party $13,500 monthly for services provided. Also, as part of the
agreement, the Company shall deliver two warrants to purchase a total of 300,000
shares (post forward stock split) of the Companys common stock at $1.00 per
share purchase price.

On August 7, 2009, the Company entered into an agreement with a
third party to provide investor relations services to the Company. The agreement
term is six months, during which the Company shall pay the third party $7,500
monthly for services provided, plus a retainer fee of $15,000. In addition, at
the commencement of the agreement, the Company shall deliver 51,725 unregistered
and restricted shares of the common stock of the Company.

|(10) | Recent Accounting Pronouncements
|---- | --------------------------------

In March 2008, the FASB issued FASB Statement No. 161,
Disclosures about Derivative Instruments and Hedging Activities  an
amendment of FASB Statement 133 (SFAS No. 161). SFAS No. 161 enhances
required disclosures regarding derivatives and hedging activities, including
enhanced disclosures regarding how: (a) an entity uses derivative instruments;
(b) derivative instruments and related hedged items are accounted for under FASB
Statement No. 133, Accounting for Derivative Instruments and Hedging
Activities; and (c) derivative instruments and related hedged items affect
an entitys financial position, financial performance, and cash flows.
Specifically, SFAS No. 161 requires:

- Disclosure of the objectives for using derivative instruments in terms of
  underlying risk and accounting designation;
- Disclosure of the fair values of derivative instruments and their gains
  and losses in a tabular format;
- Disclosure of information about credit-risk-related contingent features;
  and
- Cross-reference from the derivative footnote to other footnotes in which
  derivative-related information is disclosed.

SFAS No. 161 is effective for fiscal years and interim periods
beginning after November 15, 2008. Earlier application is encouraged. The
management of MabCure does not believe the adoption of this pronouncement to
have a material impact on its consolidated financial statements.

In May 2008, the FASB issued FASB Statement No. 162, The
Hierarchy of Generally Accepted Accounting Principles (SFAS No. 162).
SFAS No. 162 identifies the sources of accounting principles and the framework
for selecting the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles in the United States of America. The sources of
accounting principles that are generally accepted are categorized in descending
order as follows:

14

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

| | a) | FASB Statements of Financial Accounting Standards and
      Interpretations, FASB Statement 133 Implementation Issues, FASB Staff
      Positions, and American Institute of Certified Public Accountants (AICPA)
      Accounting Research Bulletins and Accounting Principles Board Opinions
      that are not superseded by actions of the FASB.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                     
| | b) | FASB Technical Bulletins and, if cleared by the FASB,
      AICPA Industry Audit and Accounting Guides and Statements of
    Position.                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                     
| | c) | AICPA Accounting Standards Executive Committee Practice
      Bulletins that have been cleared by the FASB, consensus positions of the
      FASB Emerging Issues Task Force (EITF), and the Topics discussed in
      Appendix D of EITF Abstracts (EITF D-Topics).                                                                                
| |    |                                                                                                                                                                                                                                                                                                                                                     
| | d) | Implementation guides (Q&As) published by the FASB
      staff, AICPA Accounting Interpretations, AICPA Industry Audit and
      Accounting Guides and Statements of Position not cleared by the FASB, and
      practices that are widely recognized and prevalent either generally or in
      the industry.                                      

SFAS No. 162 is effective 60 days following the SECs approval
of the Public Company Accounting Oversight Board amendment to its authoritative
literature. It is only effective for nongovernmental entities; therefore, the
GAAP hierarchy will remain in SAS 69 for state and local governmental entities
and federal governmental entities. The management of MabCure does not believe
the adoption of this pronouncement to have a material impact on its consolidated
financial statements.

On May 26, 2008, the FASB issued FASB Statement No. 163,
Accounting for Financial Guarantee Insurance Contracts (SFAS No.
163). SFAS No. 163 clarifies how FASB Statement No. 60, Accounting and
Reporting by Insurance Enterprises (SFAS No. 60), applies to financial
guarantee insurance contracts issued by insurance enterprises, including the
recognition and measurement of premium revenue and claim liabilities. It also
requires expanded disclosures about financial guarantee insurance contracts.

The accounting and disclosure requirements of SFAS No. 163 are
intended to improve the comparability and quality of information provided to
users of financial statements by creating consistency. Diversity exists in
practice in accounting for financial guarantee insurance contracts by insurance
enterprises under SFAS No. 60. That diversity results in inconsistencies in the
recognition and measurement of claim liabilities because of differing views
about when a loss has been incurred under FASB Statement No. 5, Accounting
for Contingencies. SFAS No. 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial obligation. It
also requires disclosure about (a) the risk-management activities used by an
insurance enterprise to evaluate credit deterioration in its insured financial
obligations and (b) the insurance enterprises surveillance or watch list.

SFAS No. 163 is effective for financial statements issued for
fiscal years beginning after December 15, 2008, and all interim periods within
those fiscal years, except for disclosures about the insurance enterprises
risk-management activities. Disclosures about the insurance enterprises
risk-management activities are effective the first period beginning after
issuance of SFAS No. 163. Except for those disclosures, earlier application is
not permitted. The management of MabCure does not expect the adoption of this
pronouncement to have material impact on its consolidated financial
statements.

On May 22, 2009, the FASB issued FASB Statement No. 164,
Not-for-Profit Entities: Mergers and Acquisitions (SFAS No. 164).
SFAS No. 164 is intended to improve the relevance, representational
faithfulness, and comparability of the information that a not-for-profit entity
provides in its financial reports about a combination with one or more other
not-for-profit entities, businesses, or nonprofit activities. To accomplish
that, this Statement establishes principles and requirements for how a
not-for-profit entity:

| | a. | Determines whether a combination is a merger or an
      acquisition.                                                                                                  
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b. | Applies the carryover method in accounting for a
      merger.                                                                                                         
| | c. | Applies the acquisition method in accounting for an
      acquisition, including determining which of the combining entities the
      acquirer is.                    
| | d. | Determines what information to disclose to enable users
      of financial statements to evaluate the nature and financial effects of a
      merger or an acquisition.

15

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|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

This Statement also improves the information a not-for-profit
entity provides about goodwill and other intangible assets after an acquisition
by amending FASB Statement No. 142, Goodwill and Other Intangible
Assets, to make it fully applicable to not-for-profit entities.

SFAS No. 164 is effective for mergers occurring on or after
December 15, 2009, and acquisitions for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2009. Early application is prohibited. The management of the
Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.

On May 28, 2009, the FASB issued FASB Statement No. 165,
Subsequent Events (SFAS No. 165). SFAS No. 165 establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. Specifically, SFAS No. 165 provides:

| | 1. | The period after the balance sheet date during which
      management of a reporting entity should evaluate events or transactions
      that may occur for potential recognition or disclosure in the financial
      statements.
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | The circumstances under which an entity should recognize
      events or transactions occurring after the balance sheet date in its
      financial statements.                                                                   
| | 3. | The disclosures that an entity should make about events
      or transactions that occurred after the balance sheet
  date.                                                                                                       

In accordance with this Statement, an entity should apply the
requirements to interim or annual financial periods ending after June 15, 2009.
The management of the Company does not expect the adoption of this pronouncement
to have material impact on its financial statements.

On June 9, 2009, the FASB issued FASB Statement No. 166,
Accounting for Transfers of Financial Assets- an amendment of FASB Statement
No. 140 (SFAS No. 166). SFAS No. 166 revises the derecognization
provision of SFAS No. 140 Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities and will require
entities to provide more information about sales of securitized financial assets
and similar transactions, particularly if the seller retains some risk with
respect to the assets. It also eliminates the concept of a "qualifying
special-purpose entity."

This statement is effective for financial asset transfers
occurring after the beginning of an entity's first fiscal year that begins after
November 15, 2009. The management of the Company does not expect the adoption of
this pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement 167 "Amendments
to FASB Interpretation No. 46(R)." SFAS No. 167 amends certain requirements
of FASB Interpretation No. 46(R), Consolidation of Variable Interest
Entities to improve financial reporting by companies involved with variable
interest entities and to provide additional disclosures about the involvement
with variable interest entities and any significant changes in risk exposure due
to that involvement. A reporting entity will be required to disclose how its
involvement with a variable interest entity affects the reporting entity's
financial statements.

This Statement shall be effective as of the beginning of each
reporting entitys first annual reporting period that begins after November 15,
2009. The management of the Company does not expect the adoption of this
pronouncement to have a material impact on its financial statements.

In June 2009, the FASB issued FASB Statement 168, "The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted
Accounting Principles - a replacement of FASB Statement No. 162" ("SFAS No.
168"). SFAS No. 168 establishes the FASB Accounting Standards Codification (the
"Codification") to become the single official source of authoritative,
nongovernmental US generally accepted accounting principles (GAAP). The
Codification did not change GAAP but reorganizes the literature.

SFAS No. 168 is effective for interim and annual periods ending
after September 15, 2009. The management of the Company does not expect the
adoption of this pronouncement to have a material impact on its financial
statements.

16

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|SEPTEMBER 30, 2009, AND 2008              
|(Unaudited)                               

|(11) | Subsequent Event
|---- | ----------------

Issuance of Common Stock

On October 28, 2009, the Company issued 51,725 shares of common
stock to a third party provider of investor relations services pursuant to a
consulting agreement dated August 7, 2009.

17

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

FORWARD-LOOKING STATEMENTS

Certain statements that the Company may make from time to
time, including all statements contained in this report that are not statements
of historical fact, constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and the safe harbour
provisions set forth in Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934. Forward-looking statements may be
identified by words such as plans, expects, believes, anticipates,
estimates, projects, will, should, and other words of similar meaning
used in conjunction with, among other things, discussions of future operations,
financial performance, product development and new product launches, FDA and
other regulatory applications and approvals, market position and expenditures.
Factors that could cause actual results to differ materially from those
expressed in any forward-looking statement made by, or on behalf of, the Company
include the following: 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; we face competition from several companies with
greater financial, personnel and research and development resources than
ours; 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; biopharmaceutical product
development is a long, expensive and uncertain process and the approval
requirements for many products are still evolving; we may become subject to
product liability claims, which could result in damages that exceed our
insurance coverage; we may be subject to claims that our employees or we have
wrongfully used or disclosed alleged trade secrets of their former employers;
the commercialization of our product candidates may not be profitable; Our
business could suffer if we cannot attract, retain and motivate skilled
personnel and general economic conditions. The Company assumes no obligation to
update any forward-looking statements. Additional information concerning these
and other factors which could cause differences between forward-looking
statements and future actual results is discussed under the heading Risk
Factors in the Companys Annual Report on Form 10-K for the year ended December
31, 2008 as filed with the SEC on April 10, 2009.

EXECUTIVE OVERVIEW

We were incorporated in the State of Nevada on May 8, 2006. We
are a development stage company with limited operations and no revenues from our
business operations. Our registered independent auditors have issued a going
concern opinion for this Annual Report. This means that our registered
independent auditors believe there is substantial doubt that we can continue as
an on-going business for the next 12 months.

Originally, we had been in the business of developing a
detergent for removing pesticides from fruits and vegetables. Because we were
not successful in implementing our initial 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. (Indigoleaf), and Dr. Amnon Gonenne,
pursuant to which we purchased 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.
Pursuant to the asset purchase agreement, as amended on April 2, 2009, we issued
25,638,400 shares of our common stock to Indigoleaf in consideration for the
purchase of Indigoleafs proprietary technology, and we issued 6,409,600 shares
of our common stock to Dr. Gonenne in consideration for his being one of the
founders of our cancer therapy and detection business.

Recent Developments

On April 2, 2009, we entered into an amendment to the January
10, 2008 asset purchase agreement, pursuant to which the parties corrected the
asset purchase agreement to reflect the original intention of the parties that
the 6,409,600 shares of our common stock that had been issued to Dr. Gonenne had
been issued to Dr. Gonenne as founders shares in consideration for his being one
of the founders of our cancer therapy and detection business. The amendment to
the asset purchase agreement provided that up to 75 percent of the shares issued
to Dr. Gonenne, i.e., up to 4,807,200 shares of our common stock, are subject to
a lapsing repurchase right that may be exercised by us in the event Dr.
Gonennes employment agreement with us is terminated within 18 months from July
7, 2008. The 4,807,200 shares of our common stock subject to the lapsing
repurchase right shall be released from such right in three 6-month intervals,
such that 1/3 of the shares (i.e. 1,602,400 shares) shall be released from the
lapsing repurchase right at the end of each 6-month interval, provided that at
each respective 6-month interval Dr. Gonenne continues to

- 18 -

---

be retained by us pursuant to his employment agreement. All of
the 4,807,200 shares of common stock shall be released from the lapsing
repurchase right and no longer subject thereto upon the expiration of a
continuous period of employment of 18 months from July 7, 2008.

Over the next twelve months we plan to:

- continue with 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;
- initiate the anti-breast cancer and colorectal cancer programs, with the
  objective of creating novel MAbs against these cancers;
- initiate the antigen identification program in order to 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;
- explore the utility of our cancer-specific MAbs for the visualization in
  vivo of tumors that have metastasized; and
- hire two scientists for our Belgian subsidiary to assist in carrying out
  the tasks described above.

RESULTS OF OPERATIONS

For the three months ended September 30, 2009 and September
30, 2008

We had no revenues for the period from May 8, 2006 (date of
inception) through September 30, 2009. Beginning January 2009, we commenced our
research and development activities with our newly acquired proprietary antibody
technology for the early detection of cancer and for the creation of highly
specific therapeutics (antibodies and novel drugs) against cancer.

General and administrative expenses were $376,259 for the three
months ended September 30, 2009, compared to $155,421 for the three months ended
September 30, 2008. The increase in general and administrative expenses was due
to an increase in our activity level and expenses related to the grant of
certain stock options. General and administrative expenses primarily consist of
payroll expenses, professional fees, stock-based compensation, and marketing and
public relations expenses.

Payroll expense was $69,859 for the three months ended
September 30, 2009, compared to $85,140 for the three months ended September 30,
2008. The decrease in payroll expense is due to the fact that a portion of the
payroll related to research and development is recorded under research and
development expense rather than under general and administrative expenses.
Professional fees were $21,357 for the three months ended September 30, 2009,
compared to $29,226 for the three months ended September 30, 2008. The decrease
in professional fees was due to a decrease in start-up activities of the
Company. Marketing and public relations amounted to $53,669 for the three months
ended September 30, 2009, compared to $3,756 for the three months ended
September 30, 2008. The increase in marketing and public relations expenses was
primarily due to agreements we entered into with third parties to provide us
with investor and public relations services. Stock-based compensation expense
for the three months ended September 30, 2009, amounted to $166,212, compared to
$0 for the same period in 2008. The increase in expense was related to the grant
of certain stock options to certain Directors and officers during the three
months ended September 30, 2009.

Research and development expense was $23,656 for the three
months ended September 30, 2009, compared to $0 for the three months ended
September 30, 2008. These costs primarily consist of salaries and wages for our
scientists, who commenced research and development activities in January
2009.

Our net loss for the three months ended September 30, 2009, was
$403,502 compared to $154,326 for the three months ended September 30, 2008. The
weighted average number of shares outstanding was 60,348,000 or $(0.01) per
share for the calculation of basic loss per share, and 60,428,217 or $(0.01) per
share for the calculation of diluted loss per share, for the three months ended
September 30, 2009, compared to 58,257,913 (post forward stock split) or $(0.00)
per share (basic and diluted) for the three months ended September 30, 2008.

For the nine months ended September 30, 2009 and September
30, 2008

General and administrative expenses were $760,155 for the nine
months ended September 30, 2009, compared to $328,921 for the nine months ended
September 30, 2008. The increase in general and administrative expenses was due
to an increase in our activity level. General and administrative expenses
primarily consist of payroll expenses, professional fees, stock-based
compensation expense, and marketing and public relations expenses.

- 19 -

---

Payroll expense was $211,957 for the nine months ended
September 30, 2009, compared to $85,140 for the nine months ended September 30,
2008. The increase in payroll expense was due to the hiring of our full-time
employees. Professional fees were $69,324 for the nine months ended September
30, 2009, compared to $124,127 for the nine months ended September 30, 2008. The
decrease in professional fees was due to a decrease in start-up activities of
the Company. Marketing and public relations amounted to $104,575 for the nine
months ended September 30, 2009, compared to $10,233 for the nine months ended
September 30, 2008. The increase in marketing and public relations expenses was
primarily due to agreements we entered into with third parties to provide us
with investor and public relations services. Stock-based compensation expense
for the nine months ended September 30, 2009, amounted to $166,212, compared to
$0 for the same period in 2008. The increase in expense was related to the grant
of certain stock options to certain Directors and officers during the period
ended September 30, 2009.

Research and development expense was $150,763 for the nine
months ended September 30, 2009, compared to $0 for the nine months ended
September 30, 2008. These costs primarily consist of salaries and wages for our
scientists, who commenced research and development activities in January
2009.

Our net loss for the nine months ended September 30, 2009, was
$914,757 compared to $327,826 for the nine months ended September 30, 2008. The
weighted average number of shares outstanding was 60,348,000 or $(0.02) per
share for the calculation of basic loss per share, and 60,375,033 or $(0.02) per
share for the calculation of diluted loss per share, for the nine months ended
September 30, 2009, compared to 37,514,336 (post forward stock split) or $(0.00)
per share (basic and diluted) for the nine months ended September 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

As of September 30, 2009

As of September 30, 2009, our current assets were $632,137 and
our current liabilities were $772,670, resulting in negative working capital of
$140,533.

As of September 30, 2009, our total liabilities were $839,991
compared to total liabilities of $286,475 as of December 31, 2008. The increase
in total liabilities as of September 30, 2009, compared to the year ended
December 31, 2008, was primarily due to an increase in our loans payable,
partially offset by a reduction in our capital lease obligations.

For the nine months ended September 30, 2009, net cash used in
operating activities was $683,902 compared to net cash used in operating
activities of $244,973 for the nine months ended September 30, 2008. Net cash
used in operating activities for the nine months ended September 30, 2009, was
comprised of a net loss of $914,757 (2008: $327,826), donated services and
depreciation and amortization of $30,552 (2008: $3,542), prepaid expenses and
other current assets of $(25,329) (2008: $(23,583), and accounts payable and
accrued liabilities $59,420 (2008: $102,894).

For the nine months ended September 30, 2009, net cash used in
investing activities was $38,739 compared to net cash used in investing
activities of $11,324 for the nine months ended September 30, 2008. The increase
in net cash used in investing activities for the period ended September 30,
2009, was the result of purchase of equipment.

Net cash flows provided by financing activities for the nine
months ended September 30, 2009, was $494,096 compared to net cash flows from
financing activities of $1,326,331 for the nine months ended September 30, 2008.
Net cash flows from financing activities for the nine months ended September 30,
2009 included proceeds of $500,000 received in connection with a bridge-loan we
entered into on September 2, 2009. Net cash flows from financing activities for
the nine months ended September 30, 2008, include proceeds of $1,300,000
received as the result of a private placement completed during the quarter.

Going Concern

Our registered independent auditors included an explanatory
paragraph in our Annual Report on Form 10-K for the year ended December 31,
2008, regarding concerns about our ability to continue as a going concern. Our
financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure by our registered independent
auditors. The financial statements do not include any adjustments that might
result from the outcome of that uncertainty.

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

- 20 -

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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.

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.

CRITICAL ACCOUNTING POLICIES

Our financial statements have been prepared in accordance with
accounting principles generally accepted in the United States. The preparation
of these financial statements requires us to make certain estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues
and expenses, and the related disclosures of contingent assets and liabilities
as of the date of the financial statements and during the applicable periods. We
base these estimates on historical experience and on other factors that we
believe are reasonable under the circumstances. Actual results may differ
materially from these estimates under different assumptions or conditions and
could have a material impact on our financial statements.

Fair Value of Financial Instruments

We estimate the fair value of financial instruments using the
available market information and valuation methods. Considerable judgment is
required in estimating fair value. Accordingly, the estimates of fair value may
not be indicative of the amounts we could realize in a current market exchange.
As of September 30, 2009, and December 31, 2008, the carrying value of our
financial instruments approximated fair value due to the short-term maturity of
these instruments.

Basic and Diluted Loss per Share

In accordance with SFAS No. 128, "Earnings Per Share," 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.

Income Taxes

We account for income taxes pursuant to SFAS No. 109,
Accounting for Income Taxes (SFAS No. 109). Under SFAS No. 109, deferred tax
assets and liabilities are determined based on temporary differences between the
bases of certain assets and liabilities for income tax and financial reporting
purposes. The deferred tax assets and liabilities are classified according to
the financial statement classification of the assets and liabilities generating
the differences.

We maintain a valuation allowance with respect to deferred tax
assets. We established a valuation allowance based upon the potential likelihood
of realizing the deferred tax asset and taking into consideration our financial
position and results of operations for the current period. Future realization of
the deferred tax benefit depends on the existence of sufficient taxable income
within the carryforward period under the Federal tax laws.

Changes in circumstances, such as generating taxable income,
could cause a change in judgment about the realizability of the related deferred
tax asset. Any change in the valuation allowance will be included in income in
the year of the change in estimate.

Stock-based Compensation

In December 2004, the FASB issued SFAS No. 123R, Share-Based
Payment (SFAS No. 123R), which replaced SFAS No. 123, Accounting for
Stock-Based Compensation (SFAS No. 123) and superseded APB Opinion No. 25,
Accounting for Stock Issued to Employees. In January 2005, the 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

- 21 -

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previously permitted under SFAS No. 123 no longer will be an
alternative to financial statement recognition. Under SFAS No. 123R, we 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. We have
adopted the requirements of SFAS No. 123R which did not have any impact on the
financial statements.

We account 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. As of September 30, 2009, we have
adopted a stock option plan and have granted stock options. Refer to Note 1 and
Note 6 of the Notes to Consolidated Financial Statements included elsewhere
herein for further information.

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 10 to the Consolidated Financial Statements
entitled Recent Accounting Pronouncements included in this Quarterly Report
for a discussion of recent accounting pronouncements and their impact on our
Financial Statements.

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 September 30, 2009, the end of the three-month period
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our president and our chief
financial officer, of the effectiveness of the design and operation of our
disclosure controls and procedures. Based on the foregoing, our president and
our chief financial 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 September 30,
2009, that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.

- 22 -

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings,
nor, to our knowledge, is any material legal proceeding threatened against us.
However, from time to time, we may become a party to certain legal proceedings
in the ordinary course of business.

Item 1A. Risk Factors.

Not Applicable.

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

On September 9, 2009, we authorized the issuance to certain
designees of CEOcast, Inc. 51,725 shares of the Companys fully paid,
non-assessable restricted common stock for investor relation services rendered
to us by them. The shares will be issued under Section 4(2) of the Securities
Act of 1933, as amended, and/or Regulation D promulgated by the Securities and
Exchange Commission.

Item 3. Defaults Upon Senior Securities.

None.

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

On July 13, 2009, we sent our shareholders an information
statement regarding action taken by written consent of majority shareholders (a)
to elect Dr. Amnon Gonenne, Mr. Itshak Zivan, and Dr. David S. Frank as
directors of the Company, each to serve until his successor is elected, (b) to
ratify the appointment of Davis Accounting Group P.C. as the Companys
Independent Accountants for 2009, and (c) to adopt the MabCure, Inc. 2009 Stock
Option Plan. Indigoleaf Associates Ltd. and Dr. Amnon Gonenne (the Consenting
Stockholders), the owners of 53.10% of the issued and outstanding shares of
common stock of the Company, voted their shares in favor of the election of the
three directors, the ratification of the appointment of the independent
auditors, and the approval of the MabCure, Inc. 2009 Stock Option Plan. The
Consenting Stockholders approved the three corporate actions by written consent
dated June 25, 2009, effective as of the date of our Annual Meeting, August 4,
2009. This constituted the majority vote required to approve these actions. A
shareholder meeting was held, but no proxies were solicited from other
shareholders and no vote or other consent or action by other shareholders was
requested or taken.

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).               

- 23 -

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|4.1   | Specimen ordinary share certificate
      (Incorporated by reference from our Registration Statement on Form SB-2
      filed on March 8, 2007).                                                       
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                        
|10.1  | Loan Agreement by and between Registrant
      and Chrysler Enterprises Ltd. dated September 2, 2009 (incorporated by reference
      from our Current Report on Form 8-K filed on September 17, 2009).
|      |                                                                                                                                                                                                        
|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 Ron Kalfus.                                                                                                                       
|      |                                                                                                                                                                                                        
|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 Ron Kalfus.                                                                                                                       

* Filed herewith.

- 24 -

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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: November 17, 2009

MABCURE INC.

/s/ Dr. Amnon GonenneDr. Amnon
GonennePresident, Chief Executive Officer and a member of the Board of
Directors (who also performs as the Principal Executive Officer)
November 17, 2009

/s/ Ron KalfusRon KalfusChief Financial
Officer(who also performs as Principal Financial Officer and Principal
Accounting Officer) November 17, 2009

25

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