---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

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

For the quarterly period endedJune 30, 2011

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

For the transition period from ____________ to ____________

Commission file number 333-141131



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)                                    |                                  

760 Parkside Avenue #208, Brooklyn, New York
11226(Address of principal executive offices) (zip code)

(914) 595-6342(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 15, 2011, there were 63,565,065 shares of the
Registrant's common stock issued and outstanding.

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MABCURE, INC.

TABLE OF CONTENTS

|Part IFinancial Information                                                                                                                                    
|----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                
|Item 1.    Financial Statements - Unaudited                                                                                                                     
|                                                                                                                                                                
|Consolidated Balance Sheets as of June 30, 2011 and December
      31, 2010                                                                                     
|                                                                                                                                                                
|Consolidated Statements of Operations and Comprehensive Loss
      for the Three and Six Months Ended June 30, 2011 and 2010 and Cumulative
      from Inception
|                                                                                                                                                                
|Consolidated Statements of Cash Flows for the Six Months
      Ended June 30, 2011 and 2010 and Cumulative from Inception                                       
|                                                                                                                                                                
|Notes to Consolidated Financial Statements June 30, 2011
      and 2010                                                                                         
|                                                                                                                                                                
|Item 2.    Managements Discussion and
      Analysis of Financial Condition and Results of Operations                                                          
|                                                                                                                                                                
|Item 3.    Quantitative and Qualitative Disclosures
      About Market Risk                                                                                     
|                                                                                                                                                                
|Item 4.    Controls and Procedures                                                                                                                              
|                                                                                                                                                                
|Part II  Other Information                                                                                                                                     
|                                                                                                                                                                
|Item 1.    Legal Proceedings                                                                                                                                    
|                                                                                                                                                                
|Item 1A. Risk Factors                                                                                                                                           
|                                                                                                                                                                
|Item 2.    Unregistered Sales of Equity Securities
      and Use of Proceeds                                                                                    
|                                                                                                                                                                
|Item 3.    Defaults upon Senior Securities                                                                                                                      
|                                                                                                                                                                
|Item 4.    (Removed and Reserved)                                                                                                                               
|                                                                                                                                                                
|Item 5.    Other Information                                                                                                                                    
|                                                                                                                                                                
|Item 6.    Exhibits                                                                                                                                             
|                                                                                                                                                                
|Signatures                                                                                                                                                      

---

PART I - FINANCIAL INFORMATIONItem 1. Financial Statements  (Unaudited)

MABCUREINC. AND SUBSIDIARY(A DEVELOPMENT
STAGE COMPANY)CONSOLIDATED BALANCE SHEETS

|                                                                                                                                                                    |   | June 30,    |   |   | December 31, |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                                                                                                                                    |   | 2011        |   |   | 2010         |  
|                                                                                                                                                                    |   | (unaudited) |   |   |              |  
|ASSETS                                                                                                                                                              |   |             |   |   |              |  
|Current Assets:                                                                                                                                                     |   |             |   |   |              |  
|Cash and cash equivalents                                                                                                                                           | $ | 34,734      |   | $ | 3,415        |  
|Accounts receivable - Other                                                                                                                                         |   | 20,525      |   |   | 44,923       |  
|Prepaid expenses                                                                                                                                                    |   | -           |   |   | 7,890        |  
|Total current assets                                                                                                                                                |   | 55,259      |   |   | 56,228       |  
|                                                                                                                                                                    |   |             |   |   |              |  
|Property and Equipment:                                                                                                                                             |   |             |   |   |              |  
|Computer and office equipment                                                                                                                                       |   | 12,438      |   |   | 11,733       |  
|Furniture and fixtures                                                                                                                                              |   | 8,476       |   |   | 8,244        |  
|Laboratory equipment                                                                                                                                                |   | 54,496      |   |   | 118,625      |  
|Vehicles                                                                                                                                                            |   | 72,253      |   |   | 66,544       |  
|Website development costs                                                                                                                                           |   | 3,640       |   |   | 3,640        |  
|                                                                                                                                                                    |   | 151,303     |   |   | 208,786      |  
|Less: Accumulated depreciation and
      amortization                                                                                                               |   | (76,674     | ) |   | (84,867      | )
|Net property and equipment                                                                                                                                          |   | 74,629      |   |   | 123,919      |  
|                                                                                                                                                                    |   |             |   |   |              |  
|Other Assets:                                                                                                                                                       |   |             |   |   |              |  
|Intellectual property                                                                                                                                               |   | 16,000,000  |   |   | 16,000,000   |  
|Patent pending                                                                                                                                                      |   | 4,675       |   |   | 4,675        |  
|Deposits and other                                                                                                                                                  |   | 7,582       |   |   | 1,988        |  
|Deferred offering costs                                                                                                                                             |   | -           |   |   | 20,663       |  
|Total other assets                                                                                                                                                  |   | 16,012,257  |   |   | 16,027,326   |  
|Total Assets                                                                                                                                                        | $ | 16,142,145  |   | $ | 16,207,473   |  
|                                                                                                                                                                    |   |             |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                |   |             |   |   |              |  
|Current Liabilities:                                                                                                                                                |   |             |   |   |              |  
|Accounts payable and accrued liabilities                                                                                                                            | $ | 691,587     |   | $ | 286,044      |  
|Due to related parties - Directors
      and officers                                                                                                               |   | 60,409      |   |   | 10,629       |  
|Current portion of capital lease obligations                                                                                                                        |   | 22,625      |   |   | 36,308       |  
|Loans payable                                                                                                                                                       |   | 233,258     |   |   | 133,258      |  
|Derivative liability                                                                                                                                                |   | -           |   |   | -            |  
|Total current liabilities                                                                                                                                           |   | 1,007,879   |   |   | 466,239      |  
|                                                                                                                                                                    |   |             |   |   |              |  
|Long-Term Debt, less current
      portion:                                                                                                                         |   |             |   |   |              |  
|Capital lease obligations                                                                                                                                           |   | 11,537      |   |   | 16,275       |  
|Total liabilities                                                                                                                                                   |   | 1,019,416   |   |   | 482,514      |  
|                                                                                                                                                                    |   |             |   |   |              |  
|Commitments and Contingencies                                                                                                                                       |   |             |   |   |              |  
|                                                                                                                                                                    |   |             |   |   |              |  
|Stockholders' equity:                                                                                                                                               |   |             |   |   |              |  
|Common stock, $0.001 par value; 1,500,000,000 shares
      authorized; 63,565,065 and 62,399,725 shares issued and outstanding in
      2011 and 2010, respectively |   | 63,565      |   |   | 62,400       |  
|Additional paid-in capital                                                                                                                                          |   | 19,137,164  |   |   | 18,924,500   |  
|Donated capital                                                                                                                                                     |   | 13,000      |   |   | 13,000       |  
|Deferred compensation                                                                                                                                               |   | (12,000     | ) |   | -            |  
|Accumulated other comprehensive loss                                                                                                                                |   | (29,161     | ) |   | (31,816      | )
|Deficit accumulated during the development
      stage                                                                                                              |   | (4,049,839  | ) |   | (3,243,125   | )
|Total stockholders equity                                                                                                                                          |   | 15,122,729  |   |   | 15,724,959   |  
|Total Liabilities and Stockholders'
      Equity                                                                                                                    | $ | 16,142,145  |   | $ | 16,207,473   |  

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

3

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MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT
STAGE COMPANY)CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSSFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2011, AND 2010,
ANDCUMULATIVE FROM INCEPTION (MAY 8, 2006) THROUGH JUNE 30,
2011(Unaudited)

|                                                                  |   | Three
      Months Ended June 30, |   |   | Six
      Months Ended June 30, |   |   | Cumulative |  
|----------------------------------------------------------------- | - | --------------------------------- | - | - | ------------------------------- | - | - | ---------- | -
|                                                                  |   | 2011                              |   |   | 2010                            |   |   | 2011       |  
|                                                                  |   |                                   |   |   |                                 |   |   |            |  
|Revenues                                                          | $ | -                                 |   | $ | -                               |   | $ | -          |  
|Expenses:                                                         |   |                                   |   |   |                                 |   |   |            |  
|Research and development                                          |   | 131,347                           |   |   | 104,441                         |   |   | 201,248    |  
|General and administrative                                        |   | 187,566                           |   |   | 122,596                         |   |   | 468,282    |  
|Total expenses                                                    |   | 318,913                           |   |   | 227,037                         |   |   | 669,530    |  
|                                                                  |   |                                   |   |   |                                 |   |   |            |  
|Loss from operations                                              |   | (318,913                          | ) |   | (227,037                        | ) |   | (669,530   | )
|Other Income (Expense):                                           |   |                                   |   |   |                                 |   |   |            |  
|Interest income                                                   |   | -                                 |   |   | 224                             |   |   | 19         |  
|Interest expense                                                  |   | (101,894                          | ) |   | (1,122                          | ) |   | (165,196   | )
|Gain on derivative liability                                      |   | 7,941                             |   |   | -                               |   |   | 26,769     |  
|Other income                                                      |   | 1,224                             |   |   | -                               |   |   | 1,224      |  
|Total other income
      (expense)                                |   | (92,729                           | ) |   | (898                            | ) |   | (137,184   | )
|Loss before income taxes                                          |   | (411,642                          | ) |   | (227,935                        | ) |   | (806,714   | )
|Provision for income taxes                                        |   | -                                 |   |   | -                               |   |   | -          |  
|Net loss                                                          | $ | (411,642                          | ) | $ | (227,935                        | ) | $ | (806,714   | )
|Comprehensive Loss:                                               |   |                                   |   |   |                                 |   |   |            |  
|Foreign currency translation adjustment                           |   | 803                               |   |   | (10,245                         | ) |   | 2,655      |  
|Total Comprehensive Loss                                          | $ | (410,839                          | ) | $ | (238,180                        | ) | $ | (804,059   | )
|Basic and diluted loss per share                                  | $ | (0.01                             | ) | $ | 0.00                            |   | $ | (0.01      | )
|Weighted average number of shares outstanding - basic and diluted |   | 63,122,537                        |   |   | 62,399,725                      |   |   | 62,984,169 |  

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

4

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MABCUREINC. AND SUBSIDIARY(A DEVELOPMENT
STAGE COMPANY)CONSOLIDATED STATEMENTS OF CASH FLOWSFOR
THESIX MONTHS ENDED JUNE 30, 2011, AND 2010, ANDCUMULATIVE FROM
INCEPTION (MAY 8, 2006) THROUGH JUNE 30, 2011(Unaudited)

|                                                                                  |   | Six Months Ended June 30, |   |   | Cumulative |  
|--------------------------------------------------------------------------------- | - | ------------------------- | - | - | ---------- | -
|                                                                                  |   | 2011                      |   |   | 2010       |  
|Cash flows from operating
      activities:                                       |   |                           |   |   |            |  
|Net loss                                                                          | $ | (806,714                  | ) | $ | (526,528   | )
|Adjustments to reconcile net loss to net
      cash used in operating activities: |   |                           |   |   |            |  
|Gain on derivative liability                                                      |   | (26,769                   | ) |   | -          |  
|Financing costs                                                                   |   | 156,474                   |   |   | -          |  
|Depreciation and amortization                                                     |   | 20,564                    |   |   | 21,323     |  
|Donated services                                                                  |   | -                         |   |   | -          |  
|Stock-based compensation                                                          |   | 80,028                    |   |   | 71,407     |  
|Common stock issued for investor
      relations services                         |   | -                         |   |   | -          |  
|Common stock issued for consulting services                                       |   | 24,000                    |   |   | -          |  
|Increase in value of warrants due to
      amendment of term                      |   | -                         |   |   | -          |  
|Gain on sale of fixed assets                                                      |   | (1,224                    | ) |   | -          |  
|Changes in net assets and
      liabilities:                                      |   |                           |   |   |            |  
|Decrease (increase) in accounts
      receivable - other                          |   | 28,253                    |   |   | (7,467     | )
|Decrease (increase) in
      prepaid expenses and other current assets            |   | 7,890                     |   |   | 19,113     |  
|Decrease (increase) in
      deposits and other                                   |   | (5,423                    | ) |   | -          |  
|Increase in accounts payable and
      accrued liabilities                        |   | 398,472                   |   |   | (1,879     | )
|Net cash used in operating
      activities                                       |   | (124,449                  | ) |   | (424,031   | )
|                                                                                  |   |                           |   |   |            |  
|Cash flows from investing
      activities:                                       |   |                           |   |   |            |  
|Capital expenditures                                                              |   | -                         |   |   | (3,872     | )
|Proceeds from the sale of property
      and equipment                            |   | 39,662                    |   |   | -          |  
|Patent pending                                                                    |   | -                         |   |   | -          |  
|Net cash provided by (used in) investing
      activities                         |   | 39,662                    |   |   | (3,872     | )
|                                                                                  |   |                           |   |   |            |  
|Cash flows from financing
      activities:                                       |   |                           |   |   |            |  
|Proceeds from loan payable                                                        |   | 100,000                   |   |   | -          |  
|Payments on loan payable                                                          |   | -                         |   |   | -          |  
|Payments of principal on capital lease obligations                                |   | (22,923                   | ) |   | (15,917    | )
|Proceeds (Repayments)  from loans from
      related parties                      |   | 49,351                    |   |   | (13,207    | )
|Issuance of common stock for cash                                                 |   | -                         |   |   | 500,000    |  
|Deferred offering costs                                                           |   | (11,241                   | ) |   | -          |  
|Net cash provided by financing activities                                         |   | 115,187                   |   |   | 470,876    |  
|                                                                                  |   |                           |   |   |            |  
|Effects of exchange rate changes on cash and cash equivalents                     |   | 919                       |   |   | (13,651    | )
|                                                                                  |   |                           |   |   |            |  
|Net  increase during period                                                       |   | 31,319                    |   |   | 29,322     |  
|Cash and cash equivalents at beginning
      of period                            |   | 3,415                     |   |   | 214,480    |  
|Cash and cash equivalents at end of period                                        | $ | 34,734                    |   | $ | 243,802    |  
|                                                                                  |   |                           |   |   |            |  
|Supplemental disclosure of cash flow information                                  |   |                           |   |   |            |  
|Cash paid during the period for:                                                  |   |                           |   |   |            |  
|Interest                                                                          | $ | 1,341                     |   | $ | 2,455      |  
|Income taxes                                                                      | $ | -                         |   | $ | -          |  

Supplemental Information of Noncash Investing and Financing
Activities:

On July 7, 2008, MabCure issued 32,048,400 shares of common
stock for the purchase of intellectual property valued at $16,000,000. Refer to
Note 3 for further details of this transaction.

On March 5, 2010, MabCure entered into a conversion agreement
wherein the Company exchanged $500,000 in outstanding debt and related accrued
interest of $15,411 for equity securities. Refer to Note 6 for further details
of this transaction.

On February 24, 2011, the Company issued 100,000 shares of
common stock, valued at $36,000, for consulting services pursuant to a six-month
agreement.

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

5

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MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(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 shares of its common stock to Indigoleaf in
consideration for the purchase of Indigoleafs proprietary technology, and the
Company issued 6,409,600 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.

In the opinion of management, the accompanying unaudited
interim consolidated financial statements contain all necessary adjustments,
consisting only of those of a recurring nature, and disclosures to present
fairly the Company's financial position and the results of its operations and
cash flows for the periods presented. The balance sheet at December 31, 2010 was
derived from the audited financial statements, but does not include all of the
disclosures required by accounting principles generally accepted in the United
States of America. These unaudited interim condensed consolidated financial
statements should be read in conjunction with the financial statements and the
related notes thereto included in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2010 (the Form 10-K), filed on April 15,
2011.

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.

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

Depreciation expense for the three months ended June 30, 2011
and 2010 totaled $9,298 and $10,303, respectively. Depreciation expense for the
six months ended June 30, 2011 and 2010 totaled $20,564 and $21,323,
respectively.

Deferred Offering Costs

The Company defers the direct incremental costs of raising
capital until such time as the offering is completed. At the time of the
completion of the offering, the costs are charged against the capital raised.
Should the offering be terminated, deferred offering costs are charged to
operations during the period in which the offering is terminated. For the six
months ended June 30, 2011, the Company offset against additional paid-in
capital previously capitalized deferred offering costs totaling $20,663 for a
transaction that was consummated in January 2011. See Note 4 for additional
information.

6

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Impairment of Intellectual Property

The purchase of intellectual property from Indigoleaf was
accounted for under Accounting Standards Codification (ASC) Topic 350. We
believe that there are no legal, regulatory, contractual, competitive, or
economic factors that limit the useful life of this intangible asset.
Consequently, we consider the useful life of this asset to be indefinite and we
have recorded no amortization expense. In accordance with ASC Topic 350, we
perform, at least annually, impairment testing in the last quarter of the year.
See Note 3 below for a further discussion.

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 six months ended June 30,
2011 and for the year ended December 31, 2010, no events or circumstances
occurred for which an evaluation of the recoverability of long-lived assets was
required.

Derivative Instruments

In connection with the sale of debt or equity instruments, we
may sell options or warrants to purchase our common stock. In certain
circumstances, these options or warrants may be classified as derivative
liabilities, rather than as equity. Additionally, the debt or equity instruments
may contain embedded derivative instruments, such as conversion options, which
in certain circumstances may be required to be bifurcated from the associated
host instrument and accounted for separately as a derivative instrument asset or
liability.

Derivative instruments are re-valued at the end of each
reporting period, with changes in the fair value recorded as charges or credits
to income, in the period in which the changes occur. We determine the fair value
of these instruments using the Black-Scholes option pricing model. That model
requires assumptions related to the remaining term of the instruments and
risk-free rates of return, our current common stock price and expected dividend
yield, and the expected volatility of our common stock price over the life of
the option. The identification of, and accounting for, derivative instruments
and the assumptions used to value them can significantly affect our financial
statements.

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, 2011 and December 31, 2010, 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
ASC Topic 830. The functional currency of the Companys Belgian subsidiary is
the euro. Under ASC Topic 830, 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).

Basic and Diluted Loss per Share

In accordance with ASC Topic 260, 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. Due to net losses for the three
and six months ended June 30, 2011and 2010, diluted loss per share is calculated
using the weighted average number of common shares outstanding and excludes the
effects of potential common stock shares that are anti-dilutive. The potential
shares of common stock that have been excluded from the diluted loss per share
calculation above for the three and six months ended June 30, 2011 and 2010 were
as follows:

7

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|              |  | Three months ended June 30, |  |  | Six months ended June 30, | 
|------------- |  | --------------------------- |  |  | ------------------------- | 
|              |  | 2011                        |  |  | 2010                      | 
|Stock options |  | 3,010,000                   |  |  | 540,000                   | 
|Warrants      |  | 5,300,000                   |  |  | 5,300,000                 | 

Stock-based Compensation

The Company accounts for stock-based compensation in accordance
with ASC Topics 505 and 718. Stock-based compensation for stock options is
measured based on the estimated fair value of each award on the date of grant
using the Black-Scholes valuation model. Stock-based compensation for restricted
shares is measured based on the closing fair market value of the Company's
common stock price on the date of grate. The Company recognizes stock-based
compensation costs as expense ratably on a straight-line basis over the
requisite service period.

The allocation of stock-based compensation expense by
functional area for the three and six months ended June 30, 2011 and 2010 was as
follows:

|                           |   | Three months ended June 30, |  |   | Six months ended June 30, | 
|-------------------------- | - | --------------------------- |  | - | ------------------------- | 
|                           |   | 2011                        |  |   | 2010                      | 
|Research and development   | $ | 9,298                       |  | $ | 2,397                     | 
|General and administrative |   | 39,616                      |  |   | 21,564                    | 
|Total                      | $ | 48,914                      |  | $ | 23,961                    | 

The Company accounts for equity instruments issued in exchange
for the receipt of goods or services from other than employees in accordance
with ASC Topic 505. 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 ASC Topic 505.

Reclassification

Certain 2010 amounts have been reclassified to conform to the
2011 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.

Given the current pace of clinical development of our products,
and until the Company can draw sufficient funds from its equity funding
facility, the Company estimates that it has sufficient cash on hand to fund
clinical development only through the third quarter of 2011. Management of the
Company is making efforts to raise additional funding by obtaining bridge
financing in the form of convertible debt.

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 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. The Company 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, 2011, 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 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.

8

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

On January 10, 2008, MabCure entered into an asset purchase
agreement with 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 shares of its common stock to Indigoleaf in consideration for the
purchase of Indigoleafs proprietary technology, and issued 6,409,600 shares of
common stock to Dr. Gonenne in consideration for being one of the founders of
the Companys cancer therapy and detection business. The shares issued were
valued at $16,000,000.

The purchase of intellectual property from Indigoleaf was
accounted for under ASC Topic 350. We believe that there are no legal,
regulatory, contractual, competitive, or economic factors that limit the useful
life of this intangible asset. Consequently, we consider the useful life of this
asset to be indefinite. As such, we have recorded no amortization expense.

In accordance with ASC Topic 350, we perform, at least
annually, impairment testing in the last quarter of the year. The Company did
not record an impairment charge at June 30, 2011 and December 31, 2010.

**(4)******Loans Payable and Lease Obligations**

Leases:

Capital Leases

The Company currently has capital lease commitments for
laboratory equipment and vehicles. Amortization of the capital lease costs for
items used in research and development is included in research and development
expenses. Amortization of the capital lease costs for items not used in research
and development is included in depreciation and amortization expense.

Operating Lease

As of April 1, 2011, the Company relocated its principal
executive offices and laboratory to Brooklyn, New York. The Company is leasing
its new facilities under a lease that expires in March 2012.

Loans Payable and Equity Funding
Facility

On June 28, 2011, the Company entered into a one-year working
capital agreement with a third party lender for a $63,500 convertible debenture,
carrying an interest rate of 14% per annum. The debenture is convertible into
shares of common stock beginning December 26, 2011 which is 180 days after the
execution of the debenture agreement. Following the 180th day and
until the 240th day, the lender may convert the loan at the higher of
$0.11 or 50% discount to the market price. The agreement defines the market
price as the average of the three lowest closing bid prices for the Companys
common stock during the 10 trading day period ending one trading day prior to
the date the conversion notice is sent by the lender. Following the
240th day, the lender may convert the loan at the lesser of $0.11 or
39% discount to the market price as defined above. The Company has the option
to prepay the loan at anytime with varying degrees of prepayment penalty. During
the two-day period ending on and including the 240th day following
the executing of this agreement, the Company may prepay the loan without
incurring any prepayment penalties. In connection with this loan, the Company
issued 288,636 warrants to purchase the Companys common stock at an exercise
price of $0.11 per share for a term of three years from date of issuance.
Proceeds from this loan were received by the Company on July 6, 2011, therefore,
the corresponding liability and the value of the warrants will be recorded in
the third quarter of 2011.

On January 18, 2011, the Company entered into an investment
agreement (Investment Agreement) with Centurion Private Equity, LLC (the
Investor), an affiliate of Roswell Capital Partners, for the provision of an
equity line funding facility of up to the amount of $10 million. Pursuant to the
terms and conditions of the Investment Agreement, the Company may sell newly
issued shares of its common stock (the Put Shares) to the Investor (each such
sale, a Put) from time to time at a price equal to the lesser of (i) 97% of
the Market Price (as defined below) of its common stock or (ii) the Market
Price of its common stock minus $0.01, subject to certain dollar and share
volume limitations for each Put, until the earlier of (a) 24 months from the
date its registration statement is declared effective, (b) 30 months from the
date of the Investment Agreement, or (c) until all Puts under the Investment
Agreement have reached an aggregate gross sales price equal to $10 million. The
Investment Agreement provides that prior to exercising any Put, the Company must have a registration statement declared
effective with the SEC with respect to the Put Shares. Such registration has
been declared effective by the SEC on June 27, 2011. Market Price means the
average of the three lowest daily volume weighted average prices published daily
by Bloomberg LP for the Companys common stock during the fifteen consecutive
trading day period immediately following the date specified by the Company on
which it intends to exercise the applicable Put. As consideration for the
provision of the equity funding facility, the Company issued to the Investor
465,224 commitment shares and 34,892 fee shares to cover the Investors
transaction fees.

9

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Concurrent with the closing of the Investment Agreement, the
Investor purchased a $100,000 senior secured convertible debenture. The
debenture matures on October 18, 2011 and bears interest at the rate of 8% per
annum which is payable to the Investor. The debenture was originally convertible
into shares of the Companys common stock at any time prior to maturity, at a
price equal to the lesser of (i) a price equal to 90% of the Conversion Market
Price (as defined below) on the date of the initial issuance of the Debenture
or (ii) 90% of the Conversion Market Price of the Companys common stock on the
applicable conversion date. Conversion Market Price was defined as the average
of the three lowest daily volume weighted average prices published daily by
Bloomberg, LP for the Companys common stock over the fifteen consecutive
trading day period immediately preceding the date in question.

On June 6, 2011, the Company entered into an amendment to the
debenture, pursuant to which the conversion price of the debenture was fixed at
$0.165 per share. In addition, the Company entered into an amendment to the
Investment Agreement with the Investor pursuant to which the Company issued to
the Investor an additional 465,224 commitment shares. The value of the shares
issued, totaling $97,697, was recorded as financing costs and is included in
interest expense on the consolidated statement of operations.

The debenture includes a security interest on all of the
Companys assets that shall be automatically released following the date that
the shares issuable upon conversion of the debenture can be resold without
restriction under Rule 144, and 15% of the aggregate volume accrues to the
debenture amount. As of June 30, 2011, the principle due was $100,000 plus
$3,618 of accrued interest.

As described above, the debenture no longer contains a
conversion option that is considered to be a derivative financial instrument.
The Company has removed the derivative liability from its consolidated balance
sheet as of June 6, 2011 and the fair value of the warrants was reclassified to
additional paid-in capital. For the six months ended June 30, 2011, gain on
derivative liability amounted to $26,769.

In addition, the Company determined that the change in terms of
the conversion option to be substantially different and account for the
amendment as a debt extinguishment. The Company determined that the effect of
the amendment not to be material.

On December 7, 2010, the Company entered into a loan agreement
to obtain a bridge loan of $75,000 from a stockholder. The loan amount bears
interest at a rate of ten percent per annum, is unsecured, and is due upon
demand. The accrued interest will be payable on the repayment of the loan. The
loan amount will be used for ordinary working capital needs. As of June 30,
2011, the principle due was $75,000 plus $4,741 of accrued interest.

The Company received loans from a third-party that were
provided for working capital purposes. The loans are non-interest bearing,
unsecured, and have no terms for repayment. As of June 30, 2011 and December 31,
2010, the amount due was $58,258.

Loans payable amounted to $233,258 at June 30, 2011 and
$133,258 at December 31, 2010.

**(5)******Stockholders Equity**

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 June 29, 2011, the Company issued 100,000 shares in
connection with its first Put notice under the Equity Funding Facility outlined
in Note 4. Under this first Put, the Company received proceeds of $10,829 on
July 27, 2011.

On June 6, 2011, the Company issued 465,224 shares of common
stock in connection with the change of terms of the $100,000 convertible
debenture, as outlined in the previous footnote.

10

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On February 24, 2011, the Company issued 100,000 shares of
common stock, valued at $36,000, to a third party provider of consulting
services to raise financing pursuant to a six-month agreement dated February 24,
2011. The value of the stock issuance was recognized as deferred compensation
and is being amortized over the six-month term of the agreement.

Stock options

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

The following is a summary of stock option grants issued under
the Plan during 2011:

On May 19, 2011, the Company granted stock options to certain
employees, members of the Company Board of Directors, and certain consultants of
the Company to purchase a total of 2,350,000 shares of its common stock at an
exercise price of $0.50 per share. The terms of the options include the
following:

|1. | Options for 950,000 shares of common stock vest over
      periods of one to three years and expire five years from the date of
      vesting.                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | Options for 1,400,000 shares of common stock vest upon
      the completion of qualified financing (as defined) and expire five years
      from the date of such qualified financing.

Warrants

A summary of the warrants outstanding at June 30, 2011 is as
follows:

Warrants
    Exercise
    ExpirationPrice
    Date1,300,000
    $0.50
    June 20122,000,000
    $0.60
    February 20122,000,000
    $0.70
    February 2012288,636
    $0.11
    June 20145,588,636


**(6)******Related Party Transactions**

As of June 30, 2011 and December 31, 2010, the Company owed to
directors and officers of the Company a total of $60,409 and $10,629,
respectively, for various working capital loans received by the Company. The
loans are unsecured, non-interest bearing, and have no terms for repayment.

**(7)******Commitments and Contingencies**

Commitments

The Company is subject to various commitments under contractual
and other commercial obligations.

Contingencies

On January 10, 2011, the Company received a letter from counsel
to Dr. Elisha Orr, the Companys former Chief Scientific Officer, demanding
payment of approximately $160,000 for unpaid management services fees, including
payment for a three-month notice period, and for the reimbursement of certain
expenses. In the Companys response to Dr. Orrs counsel, the Company has
refuted the claims presented in the letter primarily because Dr. Orr was
dismissed for breach and therefore was not entitled to three months notice, and
because the Company fully reimbursed Dr. Orr for all reimbursable expenses. Upon
Dr. Orrs return of certain Company property in his possession, the Company
intends to reconcile all amounts and pay Dr. Orr the amounts that are owed to
him, which include amounts related to unpaid salaries and management service
fees totaling $106,122 as of June 30, 2011 and December 31, 2010, and which have
been recorded under accounts payable and accrued liabilities.

**(8)******Recent Accounting Pronouncements**

On January 1, 2011, the Company adopted Accounting Standards
Update (ASU) 2010-13, CompensationStock Compensation (Topic 718): Effect of
Denominating the Exercise Price of a Share-Based Payment Award in the Currency
of the Market in Which the Underlying Equity Security Trades, or ASU 2010-13.
ASU 2010-13 provides amendments to ASC Topic 718 to clarify that an employee
share-based payment award with an exercise price denominated in currency of a
market in which a substantial porting of the entitys equity securities trades
should not be considered to contain a condition that is not a market,
performance, or service condition. Therefore, an entity would not classify such
an award as a liability if it otherwise qualifies as equity. The adoption of ASU
2010-13 did not have a significant impact on its consolidated financial
statements.

Other recent accounting pronouncements issued by the FASB
(including its Emerging Issues Task Force), the AICPA, and the SEC did not, or
are not believed by management to, have a material impact on the Companys
present or future consolidated financial statements.

**(9)******Subsequent Events**

The Company has reviewed subsequent events through the date of
this filing.

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

FORWARD-LOOKING STATEMENTS

Certain statements that the Company may make from time to
time, including all statements contained in this report that are not statements
of historical fact, constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995 and the safe harbor
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, 2010, as filed with the SEC on April 15, 2011.

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 public accounting firm had
issued a going concern opinion for our 2010 Annual Report.

Since 2008, we have been in the business of developing and
commercializing our proprietary antibody technology for the early detection of
cancer and for the creation of highly specific therapeutics (antibodies and
novel drugs) against cancer.

In January 2011, we entered into an investment agreement with
Centurion Private Equity, LLC (the Investor or Centurion), an affiliate of
Roswell Capital Partners, for the provision of an equity funding facility of up
to the amount of $10 million. Pursuant to the terms and conditions of the
Investment Agreement, we may sell newly issued shares of our common stock (the
Put Shares) to the Investor (each such sale, a Put) from time to time at a
price equal to the lesser of (i) 97% of the Market Price (as defined below) of
our common stock or (ii) the Market Price of our common stock minus $0.01,
subject to certain dollar and share volume limitations for each Put, until the
earlier of (a) 24 months from the date our registration statement is declared
effective, (b) 30 months from the date of the Investment Agreement, or (c) until
all Puts under the Investment Agreement have reached an aggregate gross sales
price equal to $10 million. The Investment Agreement provides that prior to
exercising any Put we must have a registration statement declared effective with
respect to the Put Shares.Market Price means the average of the three lowest
daily volume weighted average prices published daily by Bloomberg LP for our
common stock during the fifteen consecutive trading day period immediately
following the date specified by us on which we intend to exercise the applicable
Put. As consideration for the provision of the equity funding facility, we
issued to the Investor 465,224 commitment shares and 34,892 fee shares to cover
the Investors transaction fees. On June 29, 2011, we issued 100,000 shares in connection with our first Put notice under the Equity Funding Facility. Under this first Put, we received proceeds of $10,829 on July 27, 2011.

Concurrent with the closing of the Investment Agreement, the
Investor purchased a $100,000 senior secured convertible debenture. The
debenture is due to mature on October 18, 2011 and bears interest at the rate of
8% per annum which is payable to the Investor at maturity. On June 6, 2011, we
entered into an amendment related to this debenture under which the investor
agreed to fix the price at which the Debenture may be converted into common
stock to $0.165 per share. In addition, on June 6, 2011, we entered into an
amendment to the Investment Agreement with the Investor pursuant to which we
issued to the Investor an additional 465,224 commitment shares.

As of April 1, 2011, we relocated our principal executive
offices and our principal place of business to 760 Parkside Avenue #208,
Brooklyn, NY 11226.

12

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Over the next twelve months, we plan to:

- complete our Asian clinical study for the diagnosis of ovarian cancer;
- initiate an additional anti-ovarian cancer clinical study in the U.S.;
- initiate the antigen identification program in order to identify and
  sequence those antigens, or cancer markers, which are recognized by our novel
  MAbs; and
- hire an additional scientist to assist in carrying out the tasks described
  above.

RESULTS OF OPERATIONS

We had no revenues for the period from May 8, 2006 (date of
inception) through June 30, 2011. Beginning January 2009, we commenced our
research and development activities with the proprietary antibody technology we
acquired for the early detection of cancer and for the creation of highly
specific therapeutics (antibodies and novel drugs) against cancer.

For the three months ended June 30, 2011 and June 30, 2010

Research and development expenses were $131,347 for the three
months ended June 30, 2011, compared to $104,441 for the three months ended June
30, 2010. Research and development expenses were higher for the three months
ended June 30, 2011, due to contractual payments that were made in connection
with outsourcing various activities related to our ovarian cancer antibodies.
Research and development expenses primarily consist of salaries and wages for
our scientists.

General and administrative expenses were $187,566 for the three
months ended June 30, 2011, compared to $122,596 for the three months ended June
30, 2010. The increase in general and administrative expenses was primarily due
to an increase in professional fees related to the Companys fund raising
efforts. General and administrative expenses primarily consist of salaries and
wages, stock-based compensation, and professional fees.

Interest expense was $101,894 for the three months ended June 30, 2011 compared to $1,122 for the three months ended June 30, 2010.  Interest expense in 2011 consists primarily of a finance charge of $97,697 incurred for the issuance of common stock for the amendment of the Investment Agreement.  Interest expense in 2011 and 2010 also includes interest on loans payable and capital lease obligations.

Our net loss for the three months ended June 30, 2011, was
$411,642 or $0.01 per share compared to $227,935 or $0.00 per share for the
three months ended June 30, 2010. The weighted average number of shares
outstanding was 63,122,537 for the three months ended June 30, 2011, compared to
62,399,725 for the three months ended June 30, 2010.

For the six months ended June 30, 2011 and June 30, 2010

Research and development expenses were $201,248 for the six
months ended June 30, 2011, compared to $237,010 for the six months ended June
30, 2010. Research and development expenses were lower for the six months ended
June 30, 2011, due to contractual payments that were made in connection with our
clinical trials in Bangkok, Thailand, which we did not have to make in the
current period in addition to lower travel-related expenses in the current
period. Research and development expenses primarily consist of salaries and
wages for our scientists.

General and administrative expenses were $468,282 for the six
months ended June 30, 2011, compared to $282,022 for the six months ended June
30, 2010. The increase in general and administrative expenses was primarily due
to an increase in professional fees related to the Company's fund raising efforts.
General and administrative expenses primarily consist of salaries and wages,
stock-based compensation, and professional fees.

Interest expense was $165,196 for the three months ended June 30, 2011 compared to $7,866 for the three months ended June 30, 2010.  Interest expense in 2011 consists primarily of a finance charge of $97,697 incurred for the issuance of common stock for the amendment of the Investment Agreement. Interest expense in 2011 and 2010 also includes interest on loans payable and capital lease obligations.

Our net loss for the six months ended June 30, 2011, was
$806,714 or $0.01 per share compared to $526,528 or $0.01 per share for the six
months ended June 30, 2010. The weighted average number of shares outstanding
was 62,984,169 for the six months ended June 30, 2011, compared to 61,703,592
for the six months ended June 30, 2010.

LIQUIDITY AND CAPITAL RESOURCES

As outlined in the overview above, in January 2011, we entered
into an investment agreement with Centurion for the provision of an equity
funding facility of up to the amount of $10 million. Drawing funds from this
facility is at our sole discretion and will be based on our ongoing needs for
capital. We are now able to draw funds from the facility given that the SEC
declared as effective our S-1 related to this equity funding facility. The
facility will be available to us for a period of two years or 30 months from the
date of the Investment Agreement, whichever is sooner. During this time, we will
be working towards securing additional sources of capital.

We can give no assurance that we will be able to obtain
additional capital or that any additional capital that we are able to obtain
will be sufficient to meet our needs, which raises substantial doubt about our
ability to continue operating as a going concern. We do not have any bank credit
lines. In addition to the equity funding facility with Centurion, we currently
plan to attempt to obtain financing from additional investors through
third-party loans or convertible debentures. Furthermore, we may seek to obtain
funding through strategic alliances with larger pharmaceutical or biomedical
companies. We can give no assurances that we will be able to obtain any
additional funding from these sources, or that such funding will be available to
us on favorable terms.

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Given the current pace of clinical development of our products,
and our limited financial resources, we estimate that we have sufficient cash on
hand to fund clinical development only through the third quarter of 2011. If we
are unable to raise additional capital or enter into strategic partnerships
and/or license agreements, we will be required to cease operations or curtail
our desired development activities, which will delay the development of our
products. Moreover, we will need additional financing after development of our
products until we can achieve profitability, if ever.

As of June 30, 2011

As of June 30, 2011, our cash balance was $34,734. We have been
working on various fronts to attempt to obtain additional capital to fund our
operations, including third-party loans, convertible debentures, equity
investments, and strategic alliances. During the six months ended June 30, 2011,
we were able to obtain a total of $100,000 in convertible debentures and
received advances of $49,351 from related parties.

For the six months ended June 30, 2011, net cash used in
operating activities was $124,449 compared to net cash used in operating
activities of $424,031 for the quarter ended June 30, 2010. In both years, cash
used in operating activities was used to fund our losses for the respective
periods.

For the six months ended June 30, 2011, we disposed of various
assets and received proceeds of $39,662 recorded as cash from investing
activities.

Net cash flows from financing activities for the six months
ended June 30, 2011 were $115,187, which resulted primarily from net proceeds of
$100,000 in connection with our January 2011 convertible debenture and proceeds
of $49,351 from related parties. Net cash flows from financing activities for
the six months ended June 30, 2010 was $470,876 and which resulted primarily
from net proceeds of $500,000 in connection with our March 2010 private
placement.

Key Financial Transactions

On January 18, 2011, we entered into an investment agreement
with Centurion for the provision of an equity funding facility of up to the
amount of $10 million. Concurrently, we issued to Centurion a senior secured
convertible debenture in the amount of $100,000.

On March 5, 2010, we closed a private placement consisting of
1,000,000 units of our securities at a price of $0.50 per unit, for aggregate
proceeds of $500,000. 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 24 months commencing from the closing
of the private placement agreement, at an exercise price of $0.60 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 private placement agreement, at an exercise
price of $0.70 per common share.

On March 5, 2010, we entered into a conversion agreement with
the lender of a bridge loan in the amount of $500,000, pursuant to which the
loan and all accrued interest was converted into equity securities. In full
repayment of the loan and all accrued interest, we issued to the lender
1,000,000 units, with each unit consisting of: (i) one common share; (ii) one
non-transferable share purchase warrant entitling the holder thereof to purchase
one share of common stock until February 16, 2012, at a price per share of
$0.60; and (iii) one non-transferable common stock purchase warrant entitling
the holder thereof to purchase one share of common stock until February 16,
2012, at a price per share of $0.70.

Going Concern

Our registered independent auditors have included an
explanatory paragraph in their report on our consolidated financial statements
regarding our ability to continue as a going concern. Our consolidated financial
statements contain additional note disclosures describing the circumstances that
lead to this disclosure by our registered independent auditors. The consolidated
financial statements do not include any adjustments that might result from the
outcome of that uncertainty.

We expect our current funds will be sufficient only to enable
us to continue our operations as currently planned until approximately the third
quarter of 2011. We currently estimate that we will require an additional
$2,000,000 to $5,000,000 to fund our operations for the subsequent 12 to 24
month period.

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However, until we can draw sufficient funds from our equity
funding facility, 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.

For detailed information on our critical accounting policies
and estimates, see our financial statements and notes thereto included in this
Report and in our Annual Report on Form 10-K, for the year ended December 31,
2010. There have been no material changes to our critical accounting policies
and estimates from those disclosed in our 10-K filed on April 15, 2011.

RECENT ACCOUNTING PRONOUNCEMENTS

Refer to Note 8 to the Consolidated Financial Statements
entitled Recent Accounting Pronouncements included in this Annual Report for a
discussion of recent accounting pronouncements and their impact on our Financial
Statements.

15

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Item 3.    Quantitative and Qualitative
Disclosures About Market Risk.

Not Applicable.

Item 4.    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, 2011, the end of the six-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.

As previously described in our Annual Report on form 10-K for
the year ended December 31, 2010, the Company identified certain material
weaknesses in the Companys internal control over financial reporting. We plan
to take steps to enhance and improve the design of our internal control over
financial reporting. During the period covered by this quarterly report on Form
10-Q, we have not been able to remediate the material weaknesses. To remediate
such weaknesses, we intend to hire on an as-needed outsourced basis, a qualified
person to address the above stated issues; however, the remediation effort is
dependent upon our securing additional financing to cover the costs of
implementing the changes required. If we are unsuccessful in securing such
funds, remediation efforts may be materially adversely affected.

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended June 30, 2011,
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

16

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PART II - OTHER INFORMATION

Item 1.    Legal Proceedings.

We know of no material active or pending legal proceedings
against our Company, nor of any proceedings that a governmental authority is
contemplating against us.

We know of no material proceedings to which any of our
Directors, officers, affiliates, owner of record or beneficially of more than 5
percent of our voting securities or security holders is an adverse party or has
a material interest adverse to our interest.

On January 10, 2011, we received a letter from counsel to Dr.
Elisha Orr, our former Chief Scientific Officer, demanding payment of
approximately $160,000 for unpaid management services fees, including payment
for a three-month notice period, and for the reimbursement of certain expenses.
In our response to Dr. Orrs counsel, we have refuted the claims presented in
the letter primarily because Dr. Orr was dismissed for breach and therefore was
not entitled to three months notice, and because the Company fully reimbursed
Dr. Orr for all reimbursable expenses. Upon Dr. Orrs return of certain Company
property in his possession, we intend to reconcile all amounts and pay Dr. Orr
the amounts that are owed to him, which include amounts related to unpaid
salaries and management service fees totaling $106,122 as of December 31, 2010,
and which have been recorded under accounts payable and accrued liabilities.

Item 1A. Risk Factors.

Not Applicable.

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

During the fiscal period ended June 30, 2011, except as
included in our Annual Report on Form 10-K or in our Current Reports on Form
8-K, we have not sold any equity securities not registered under the Securities
Act.

Item 3.    Defaults Upon Senior
Securities.

None.

Item 4.    (Removed and Reserved).

Not applicable.

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).               

17

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|4.1   | Specimen ordinary
        share certificate (Incorporated by reference from our Registration Statement
        on Form SB-2 filed on March 8, 2007).                                                                                
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                     
|10.1  | Investment Agreement,
        dated as of January 18, 2011, between Registrant and Centurion Private
        Equity, LLC (incorporated by reference from our Current Report on Form
        8-K filed on January 20, 2011).         
|      |                                                                                                                                                                                                                                     
|10.2  | Registration
        Rights Agreement, dated as of January 18, 2011, between Registrant and
        Centurion Private Equity, LLC (incorporated by reference from our Current
        Report on Form 8-K filed on January 20, 2011).
|      |                                                                                                                                                                                                                                     
|10.3  | Securities Purchase
        Agreement, dated as of January 18, 2011, between Registrant and Centurion
        Private Equity, LLC (incorporated by reference from our Current Report
        on Form 8-K filed on January 20, 2011).
|      |                                                                                                                                                                                                                                     
|10.4  | Debenture dated
        as of January 18, 2011, between Registrant and Centurion Private Equity,
        LLC (incorporated by reference from our Current Report on Form 8-K filed
        on January 20, 2011).                     
|      |                                                                                                                                                                                                                                     
|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 22, 2011

MABCURE INC.

/s/ Dr. Amnon GonenneDr. Amnon
Gonenne President, Chief Executive Officer and a member of the Board of
Directors(who also performs as the Principal Executive Officer) August
22, 2011

/s/ Ron KalfusRon Kalfus Chief
Financial Officer (who also performs as Principal Financial Officer and
Principal Accounting Officer) August 22, 2011

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