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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended June 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 (487) 425303(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 August 11, 2009, there were 60,348,000 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                                                                        | 3 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | --
|                                                                                                                                                                            |                                                                                             |   
|Consolidated Balance Sheets as of June 30, 2009, and December
      31, 2008                                                                                                | 3                                                                                          
|                                                                                                                                                                            |                                                                                            
|Consolidated Statements of Operations and Comprehensive (Loss)
      for the Three Months and Six Months Ended June 30, 2009, and 2008,
      and Cumulative from Inception | 4                                                                                          
|                                                                                                                                                                            |                                                                                            
|Consolidated Statements of Cash Flows for the Six Months
      Ended March 31, 2009, and 2008, and Cumulative from Inception                                                | 5                                                                                          
|                                                                                                                                                                            |                                                                                            
|Notes to Interim Consolidated Financial Statements June 30,
      2009, and 2008                                                                                            | 6                                                                                          
|                                                                                                                                                                            |                                                                                            
|Item 2.                                                                                                                                                                     | Managements Discussion and Analysis of Financial Condition
      and Results of Operations | 16
|                                                                                                                                                                            |                                                                                             |   
|Item 3.                                                                                                                                                                     | Quantitative and Qualitative Disclosures About Market Risk                                  | 20
|                                                                                                                                                                            |                                                                                            
|Item 4T.                                                                                                                                                                    | Controls and Procedures                                                                     | 20
|                                                                                                                                                                           
|Part II  Other Information                                                                                                                                                
|                                                                                                                                                                           
|Item 1.                                                                                                                                                                     | Legal Proceedings                                                                           | 21
|                                                                                                                                                                            |                                                                                             |   
|Item 1A.                                                                                                                                                                    | Risk Factors                                                                                | 21
|                                                                                                                                                                            |                                                                                            
|Item 2.                                                                                                                                                                     | Unregistered Sales of Equity Securities and Use of Proceeds                                 | 21
|                                                                                                                                                                            |                                                                                             |   
|Item 3.                                                                                                                                                                     | Defaults upon Senior Securities                                                             | 21
|                                                                                                                                                                            |                                                                                             |   
|Item 4.                                                                                                                                                                     | Submission of Matters to a Vote of Security Holders                                         | 21
|                                                                                                                                                                            |                                                                                             |   
|Item 5.                                                                                                                                                                     | Other Information                                                                           | 21
|                                                                                                                                                                            |                                                                                             |   
|Item 6.                                                                                                                                                                     | Exhibits                                                                                    | 21
|                                                                                                                                                                            |                                                                                             |   
|Signatures                                                                                                                                                                  | 23                                                                                         

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)CONSOLIDATED BALANCE SHEETSAS OF JUNE 30, 2009,
AND DECEMBER 31, 2008(Unaudited)

|ASSETS                                                                 |  
|---------------------------------------------------------------------- | -
|                                                                       |  
|                                                                       |  
|                                                                       |  
|Current Assets:                                                        |  
|Cash and cash
      equivalents                                        | $
|Accounts receivable - Other                                            |  
|Prepaid expenses                                                       |  
|Total current assets                                                   |  
|Property and Equipment:                                                |  
|Computer and office equipment                                          |  
|Furniture and fixtures                                                 |  
|Equipment and tools                                                    |  
|Vehicles                                                               |  
|Website development costs                                              |  
|                                                                       |  
|Less - Accumulated depreciation and
      amortization                 |  
|Net property and equipment                                             |  
|Other Assets:                                                          |  
|Intellectual property                                                  |  
|Security deposits                                                      |  
|Total other assets                                                     |  
|Total Assets                                                           | $
|                                                                       |  
|LIABILITIES AND STOCKHOLDERS'
      EQUITY                             |  
|Current Liabilities:                                                   |  
|Current portion of capital lease
      obligations                     | $
|Loan payable                                                           |  
|Accounts payable and accrued
      liabilities                         |  
|Due to related parties
      - Directors and officers                  |  
|Total current liabilities                                              |  
|Long-Term Debt, less current
      portion:                            |  
|Capital lease obligations                                              |  
|Total long-term debt                                                   |  
|Total liabilities                                                      |  
|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                                               |  
|Additional paid-in capital                                             |  
|Donated capital                                                        |  
|Accumulated other comprehensive (loss)                                 |  
|(Deficit) accumulated
      during the development stage               |  
|Total stockholders' equity                                             |  
|Total Liabilities and Stockholders'
      Equity                       | $

The accompanying notes to consolidated financial statements
arean 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 SIX MONTHS ENDED JUNE 30, 2009, AND
2008, ANDCUMULATIVE FROM INCEPTION (MAY 8, 2006) THROUGH JUNE 30,
2009(Unaudited)

|                                                  |   | Three Months Ended |   |   | Six Months Ended |   |   | Cumulative |  
|------------------------------------------------- | - | ------------------ | - | - | ---------------- | - | - | ---------- | -
|                                                  |   | June 30,           |   |   | June 30,         |   |   | From       |  
|                                                  |   | 2009               |   |   | 2008             |   |   | 2009       |  
|                                                  |   |                    |   |   |                  |   |   |            |  
|Revenues                                          | $ | -                  |   | $ | -                |   | $ | -          |  
|Expenses:                                         |   |                    |   |   |                  |   |   |            |  
|Research and
      development                    |   | 51,156             |   |   | -                |   |   | 125,148    |  
|General and
      administrative-                 |   |                    |   |   |                  |   |   |            |  
|Salaries
      and wages                          |   | 71,049             |   |   | -                |   |   | 142,098    |  
|Professional fees                                 |   | 36,818             |   |   | 39,065           |   |   | 48,081     |  
|Management and consulting                         |   | 16,983             |   |   | 16,483           |   |   | 20,855     |  
|Travel                                            |   | 12,226             |   |   | 18,291           |   |   | 20,616     |  
|Marketing
      and public relations              |   | 44,127             |   |   | 6,477            |   |   | 50,907     |  
|Insurance                                         |   | 14,479             |   |   | 812              |   |   | 22,135     |  
|Office                                            |   | 8,091              |   |   | 934              |   |   | 17,656     |  
|Employee
      housing                            |   | 6,109              |   |   | -                |   |   | 12,152     |  
|Depreciation and amortization                     |   | 9,648              |   |   | 101              |   |   | 18,113     |  
|Meals and
      entertainment                     |   | 4,651              |   |   | 2,354            |   |   | 7,405      |  
|Bank and
      other charges                      |   | 4,764              |   |   | 572              |   |   | 11,546     |  
|Office
      rent                                 |   | 3,148              |   |   | -                |   |   | 8,471      |  
|Stock-based compensation                          |   | -                  |   |   | -                |   |   | -          |  
|Tax and
      licenses                            |   | 989                |   |   | -                |   |   | 4,439      |  
|Total general and administrative expenses         |   | 233,082            |   |   | 85,089           |   |   | 384,474    |  
|                                                  |   |                    |   |   |                  |   |   |            |  
|(Loss) from Operations                            |   | (284,238           | ) |   | (85,089          | ) |   | (509,622   | )
|Other Income (Expense):                           |   |                    |   |   |                  |   |   |            |  
|Interest income                                   |   | 992                |   |   | -                |   |   | 3,258      |  
|Interest expense                                  |   | (1,654             | ) |   | -                |   |   | (3,499     | )
|Total other income (expense)                      |   | (662               | ) |   | -                |   |   | (241       | )
|(Loss) before Income Taxes                        |   | (284,900           | ) |   | (85,089          | ) |   | (509,863   | )
|Provision for Income Taxes                        |   | -                  |   |   | -                |   |   | -          |  
|Net (Loss)                                        |   | (284,900           | ) |   | (85,089          | ) |   | (509,863   | )
|Comprehensive (Loss):                             |   |                    |   |   |                  |   |   |            |  
|Foreign currency
      translation adjustment     |   | (1,467             | ) |   | -                |   |   | (2,389     | )
|Total Comprehensive (Loss)                        | $ | (286,367           | ) | $ | (85,089          | ) | $ | (512,252   | )
|(Loss) Per Common Share:                          |   |                    |   |   |                  |   |   |            |  
|(Loss) per common share
      - Basic and Diluted | $ | (0.00              | ) | $ | (0.00            | ) | $ | (0.01      | )
|Weighted Average Number of Common Shares          |   |                    |   |   |                  |   |   |            |  
|Outstanding - Basic
      and Diluted             |   | 60,348,000         |   |   | 27,000,000       |   |   | 60,348,000 |  

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

4

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MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)CONSOLIDATED STATEMENTS OF CASH FLOWSFOR THE SIX
MONTHS ENDED JUNE 30, 2009, AND 2008, ANDCUMULATIVE FROM INCEPTION
(MAY 8, 2006) THROUGH JUNE 30, 2009(Unaudited)

|                                                          |   | Six Months Ended |   |   | Cumulative |  
|--------------------------------------------------------- | - | ---------------- | - | - | ---------- | -
|                                                          |   | June 30,         |   |   | From       |  
|                                                          |   | 2009             |   |   | 2008       |  
|                                                          |   |                  |   |   |            |  
|Operating Activities:                                     |   |                  |   |   |            |  
|Net (loss)                                                | $ | (509,863         | ) | $ | (173,499   | )
|Adjustments to reconcile net
      (loss) to net cash     |   |                  |   |   |            |  
|(used
      in) operating activities:                     |   |                  |   |   |            |  
|Depreciation and amortization                             |   | 18,969           |   |   | 101        |  
|Donated services                                          |   | -                |   |   | 3,000      |  
|Services paid by the issuance of common stock             |   | -                |   |   | -          |  
|Changes in net assets and liabilities-                    |   |                  |   |   |            |  
|Accounts receivable - Other                               |   | (8,490           | ) |   | -          |  
|Prepaid expenses and deposits                             |   | (13,832          | ) |   | (23,888    | )
|Accounts payable and accrued liabilities                  |   | 120,457          |   |   | 34,475     |  
|Net Cash (Used in) Operating
      Activities             |   | (392,759         | ) |   | (159,811   | )
|Investing Activities:                                     |   |                  |   |   |            |  
|Purchases of
      property and equipment                 |   | (23,489          | ) |   | (3,856     | )
|Net Cash (Used in) Investing Activities                   |   | (23,489          | ) |   | (3,856     | )
|Financing Activities:                                     |   |                  |   |   |            |  
|Proceeds from loan payable                                |   | -                |   |   | 48,047     |  
|Payments on loan
      payable                            |   | -                |   |   | -          |  
|Proceeds from capital lease
      obligations             |   | -                |   |   | -          |  
|Payments of
      principal on capital lease obligations  |   | (14,736          | ) |   | -          |  
|Proceeds from loans from related
      parties            |   | 18,990           |   |   | 18,454     |  
|Payments on
      loans from related parties              |   | (6,206           | ) |   | (20,000    | )
|Issuance of common stock for
      cash                   |   | -                |   |   | 1,300,000  |  
|Net Cash Provided by (Used in) Financing
      Activities |   | (1,952           | ) |   | 1,346,501  |  
|Effect of Exchange Rate Changes on Cash                   |   |                  |   |   |            |  
|and Cash
      Equivalents                                |   | (2,389           | ) |   | -          |  
|Net Increase (Decrease) in Cash and Cash Equivalents      |   | (420,589         | ) |   | 1,182,834  |  
|Cash and Cash Equivalents - Beginning of
      Period     |   | 811,439          |   |   | -          |  
|Cash and Cash Equivalents - End of Period                 | $ | 390,850          |   | $ | 1,182,834  |  
|Supplemental Disclosure of Cash Flow
      Information:   |   |                  |   |   |            |  
|Cash paid during the period for:                          |   |                  |   |   |            |  
|Interest                                                  | $ | 3,499            |   | $ | -          |  
|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
arean integral part of these consolidated statements.

5

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MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSJUNE 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
June 30, 2009, and December 31, 2008, and for the three-month and six-month
periods ended June 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 six months then ended, and cumulative from inception. The
accompanying consolidated balance sheet as of December 31, 2008, presented
herein, has been derived from the Companys audited balance sheet included in
the Companys Annual Report on Form 10-K for the fiscal year ended December 31,
2008, but does not include all disclosures required by GAAP. 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. The
results of operations for the threemonth and six-month periods ended June 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 STATEMENTSJUNE 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 six months ended
June 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 June 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 STATEMENTSJUNE 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 June 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.
For the three and six months ended June 30, 2009, and 2008, the Company had no
stock equivalents that were anti-dilutive and excluded in the diluted loss per
share computation.

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 STATEMENTSJUNE 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. The Company has adopted the requirements of SFAS No. 123R
which did not have any impact on the consolidated financial statements. As of
June 30, 2009, and December 31, 2008, the Company had not adopted a stock option
plan and had not granted any stock options. Accordingly, no stock-based
compensation related to stock options has been recorded from inception through
June 30, 2009.

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 June 30, 2009, and December 31, 2008, and revenues and
expenses for the three months and six months ended June 30, 2009, and 2008, and
cumulative from inception. Actual results could differ from those estimates made
by management.

Reclassification

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.

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 June 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.

9

---

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

|(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 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
Indigoleaf and was recorded by the Company as an intangible asset, intellectual
property in the accompanying interim consolidated balance sheets as of June 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 June 30, 2009, the total cost of
capitalized leases presented in the accompanying consolidated balance sheets
amounted to $108,343. 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 six months ended June 30, 2009 amounted to $3,148 and
  $8,471, respectively. Lease expense related to employee housing for the three
  and six months ended June 30, 2009 was $6,109 and $12,152, respectively.

10

---

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

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

Operating
    
    
      CapitalYear
    
      Leases
    
    
      Leases1 Year
    $
    28,433
    
    $
    40,2432 Years
    
    26,551
    
    
    40,2433 Years
    
    5,584
    
    
      27,6954 Years
    
    -
    
    
    11,7815 Years and over
    
    -
    
    
    -Total
    $
    60,568
    
    
      119,962Less - Amount representing interest
    
    
    
    
    (11,619
    )Present value of net minimum
      lease payments
    
    
    108,343Less - Current portion
    
    
    
    
    (34,585
    )Capital lease obligations, less
      current portion
    
    $
    73,758


Loan Payable:

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 June 30, 2009, and December 31, 2008, the amount due
was $58,258.

|(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 June 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.

11

---

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

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.

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

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

Six Months Ended2009
      
      
      2008Current Tax Provision:Federal-Taxable income
      $
      -
      
      $
      -Total
        current tax provision
      $
      -
      
      $
      -Deferred Tax Provision:Federal-Loss carryforwards
      $
      173,300
      
      $
      59,000Change
        in valuation allowance
      
      (173,300
      )
      
      (59,000
      )Total deferred tax provision
      $
      -
      
      $
      -


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

As at 
        June 30,
      
      
      As at 
        Dec. 31,2009
      
      
      2008Loss carryforwards
      $
      391,200
      
      $
      217,900Less - Valuation allowance
      
      (391,200
      )
      
      (217,900
      )Total net deffered tax
        assets
      $
      -
      
      $
      -


As of June 30, 2009, and December 31, 2008, the Company had net
  operating loss carryforwards for income tax reporting purposes of approximately
  $1,150,636 (2008: $640,733) that may be offset against future taxable income.
  The net operating loss carryforwards start to 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.

12

---

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

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

As of June 30, 2009, the Company owed to Directors and officers
of the Company a total of $20,922 (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 June 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.

|(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 SFAS
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 be disclosed
  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:

| | 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).                                                                                

13

---

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

| | 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, Accounting and Reporting by Insurance
Enterprises. 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. 5). 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).
Statement 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 for 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.

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.

Statement 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.

14

---

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

On May 28, 2009, the FASB issued FASB Statement No. 165,
Subsequent Events (SFAS No. 165). Statement 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, Statement 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.



|(11) | Subsequent
Events
|---- | -----------------

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. All shares provided
  for investor relations services under the agreement shall be subject to piggyback
  registration rights, at the Company’s expense, at the time of the Company’s
  next registration of securities with the SEC.

15

---

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

- 16 -

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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 June 30, 2009 and June 30, 2008

We had no revenues for the period from May 8, 2006 (date of
inception) through June 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 $233,082 for the three
months ended June 30, 2009, compared to $85,089 for the three months ended June
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, and marketing and public
relations.

Payroll expense was $71,049 for the three months ended June 30,
2009, compared to $0 for the three months ended June 30, 2008. The increase in
payroll expense was due to the hiring of our full-time employees. Professional
fees were $36,818 for the three months ended June 30, 2009, compared to $39,064
for the three months ended June 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 $44,127 for the three months ended June 30, 2009, compared
to $6,477 for the three months ended June 30, 2008. The increase in marketing
and public relations expenses was primarily due to an agreement we entered into
with a third party to provide us with investor and public relations
services.

Research and development expense was $51,156 for the three
months ended June 30, 2009, compared to $0 for the three months ended June 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 June 30, 2009, was
$284,900 or $0.00 per share compared to $85,089 or $0.00 per share for the three
months ended June 30, 2008. The weighted average number of shares outstanding
was 60,348,000 for the three months ended June 30, 2009, compared to 27,000,000
(post forward stock split) for the three months ended June 30, 2008.

For the six months ended June 30, 2009 and June 30,
2008

General and administrative expenses were $384,474 for the six
months ended June 30, 2009, compared to $173,499 for the six months ended June
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, and marketing and public
relations.

Payroll expense was $142,098 for the six months ended June 30,
2009, compared to $0 for the six months ended June 30, 2008. The increase in
payroll expense was due to the hiring of our full-time employees. Professional
fees were $48,081 for the six months ended June 30, 2009, compared to $94,901
for the six months ended June 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 $50,907 for the six months ended June 30, 2009, compared
to $6,477 for the six months ended June 30, 2008. The increase in marketing and
public relations expenses was primarily due to an agreement we entered into with
a third party to provide us with investor and public relations services.

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Research and development expense was $125,148 for the six
months ended June 30, 2009, compared to $0 for the six months ended June 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 six months ended June 30, 2009, was
$509,863 or $0.01 per share compared to $173,499 or $0.01 per share for the six
months ended June 30, 2008. The weighted average number of shares outstanding
was 60,348,000 for the six months ended June 30, 2009, compared to 27,021,547
(post forward stock split) for the six months ended June 30, 2008.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2009

As of June 30, 2009, our current assets were $440, 346 and our
current liabilities were $331,222, resulting in working capital of $109,124.

As of June 30, 2009, our total liabilities were $404,980
compared to total liabilities of $286,475 as of December 31, 2008. The increase
in total liabilities as of June 30, 2009, compared to the year ended December
31, 2008, was due to an increase in our accounts payable, partially offset by a
reduction in our capital lease obligations.

For the six months ended June 30, 2009, net cash used in
operating activities was $392,759 compared to net cash used in operating
activities of $159,811 for the three months ended June 30, 2008. Net cash used
in operating activities for the six months ended June 30, 2009, was comprised of
a net loss of $509,863 (2008: $173,499), donated services and depreciation and
amortization of $18,969 (2008: $3,101), prepaid expenses and other current
assets of $(22,322) (2008: $-23,888), and accounts payable and accrued
liabilities $120,457 (2008: $34,475).

For the six months ended June 30, 2009, net cash used in
investing activities was $23,489 compared to net cash used in investing
activities of $3,856 for the six months ended June 30, 2008. The increase in net
cash used in investing activities for the period ended June 30, 2009, was the
result of purchase of equipment.

Net cash flows (used in) provided by financing activities for
the six months ended June 30, 2009, was $(1,952) compared to net cash flows from
financing activities of $1,346,501 for the six months ended June 30, 2008. Net
cash flows from financing activities for the six months ended June 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 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.

- 18 -

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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 June 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. As of June 30, 2009, we had
  no stock equivalents that were anti-dilutive and excluded in the diluted loss
  per share computation.

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 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.

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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 June 30, 2009, we had not
  adopted a stock option plan and had not granted any stock options. Accordingly,
  no stock-based compensation related to stock options has been recorded.

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 June 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 June 30, 2009,
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

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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.

Except as reported by us on a Current Report on Form 8-K, we
did not sell any equity securities which were not registered under the
Securities Act during the three-month period ended June 30, 2009.

**Item 3.** **Defaults Upon Senior
Securities.**

None.

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

No matters were submitted to a vote of our security holders in
the quarter ended June 30, 2009.

Item 5. Other Information.

None.

Item 6. Exhibits

|**Exhibit No.** | **Description**                                                                                                                                                                                                      
|--------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1             | Articles of Incorporation (Incorporated by reference
      from our Registration Statement on Form SB-2 filed on March 8, 2007).                                                                                     
|                |                                                                                                                                                                                                                      
|3.2             | Bylaws (Incorporated by reference from our
      Registration Statement on Form SB-2 filed on March 8, 2007).                                                                                                        
|                |                                                                                                                                                                                                                      
|3.3             | Certificate of Change (Incorporated by reference from
      our Quarterly Report on Form 10-QSB filed on November 20, 2007).                                                                                         
|                |                                                                                                                                                                                                                      
|3.4             | Certificate of Correction (Incorporated by reference
      from our Quarterly Report on Form 10-QSB/A filed on November 23, 2007).                                                                                   
|                |                                                                                                                                                                                                                      
|3.5             | Articles of Merger (Incorporated by reference from our
      Current Report on Form 8-K filed on January 24, 2008).                                                                                                  
|                |                                                                                                                                                                                                                      
|4.1             | Specimen ordinary share certificate (Incorporated by
      reference from our Registration Statement on Form SB-2 filed on March 8,
      2007).                                                                     
|                |                                                                                                                                                                                                                      
|10.1            | Asset Purchase Agreement dated January 10, 2008 with
      Indigoleaf Associates Ltd. and Dr. Amnon Gonenne (incorporated by
      reference from our Current Report on Form 8-K filed on July 10, 2008)             
|                |                                                                                                                                                                                                                      
|10.1.1          | Amendment to Asset Purchase Agreement with Indigoleaf
      Associates Ltd. and Dr. Amnon Gonenne, dated April 2, 2009 (incorporated
      by reference from our Annual Report on Form 10-K filed on April 10, 2009).

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|10.2   | Intellectual Property Assignment Agreement made
      effective July 7, 2008 with Indigoleaf Associates Ltd. (incorporated by
      reference from our Current Report on Form 8-K filed on July 10, 2008).
|------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|       |                                                                                                                                                                                                           
|10.3   | Form of Subscription Agreement (incorporated by
      reference from our Current Report on Form 8-K filed on July 10, 2008).                                                                              
|       |                                                                                                                                                                                                           
|10.4   | Form of Escrow Agreement for unit subscribers
      (incorporated by reference from our Current Report on Form 8-K filed on
      July 10, 2008).                                                         
|       |                                                                                                                                                                                                           
|10.5   | Escrow Agreement dated July 7, 2008 with Dr. Amnon
      Gonenne (incorporated by reference from our Current Report on Form 8-K
      filed on July 10, 2008).                                            
|       |                                                                                                                                                                                                           
|10.5.1 | Amendment to Escrow Agreement with Dr. Amnon Gonenne,
      dated April 2, 2009 (incorporated by reference from our Annual Report on
      Form 10-K filed on April 10, 2009).                            
|       |                                                                                                                                                                                                           
|10.6   | Escrow Agreement dated July 7, 2008 with Indigoleaf
      Associates Ltd. (incorporated by reference from our Current Report on Form
      8-K filed on July 10, 2008).                                   
|       |                                                                                                                                                                                                           
|10.7   | Employment Agreement dated July 7, 2008 with Dr. Amnon
      Gonenne (incorporated by reference from our Current Report on Form 8-K
      filed on July 10, 2008).                                        
|       |                                                                                                                                                                                                           
|10.7.1 | Amendment to Employment Agreement with Dr. Amnon
      Gonenne dated April 2, 2009 (incorporated by reference from our Annual
      Report on Form 10-K filed on April 10, 2009).                         
|       |                                                                                                                                                                                                           
|10.8   | Employment Agreement dated July 7, 2008 with Dr.
      Elisha Orr (incorporated by reference from our Current Report on Form 8-K
      filed on July 10, 2008).                                           
|       |                                                                                                                                                                                                           
|10.9   | Employment Agreement dated November 7, 2008 with Mr.
      Ron Kalfus (incorporated by reference from our Quarterly Report on Form
      10-Q filed on November 19, 2008).                                
|       |                                                                                                                                                                                                           
|10.10  | Director Agreement dated April 17, 2009 with David S.
      Frank (incorporated by reference from our Quarterly Report on Form 10-Q
      filed on May 13, 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.

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SIGNATURES

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

Dated: August 14, 2009

MABCURE INC.

|/s/ Dr. Amnon Gonenne                                                          
|-------------------------------------------------------------------------------
|Dr. Amnon Gonenne                                                              
|President, Chief Executive Officer and a member of the
      Board of Directors
|(who also performs as the Principal Executive Officer)                         
|August 14, 2009                                                                

|/s/ Ron Kalfus                                                                           
|-----------------------------------------------------------------------------------------
|Ron Kalfus                                                                               
|Chief Financial Officer                                                                  
|(who also performs as Principal Financial Officer and
      Principal Accounting Officer)
|August 14, 2009                                                                          

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