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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

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

For the quarterly period endedMarch 31, 2009

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

For the transition period from ____________ to ____________

Commission file 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)                                    |                                  

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

+32 (487) 425303(Registrants
telephone number, including area code)

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

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

Yes [X]    No [   ]

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

Yes [   ]    No [   ]

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

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

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

Yes [   ]    No [X]

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

As of May 12, 2009, there were 60,348,000 shares of the
Registrant's common stock issued and outstanding.

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MABCURE, INC.

TABLE OF CONTENTS

|Part IFinancial Information                                                                                                                                 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                             
|Item 1. Financial Statements                                                                                                                                 
|                                                                                                                                                             
|Consolidated Balance Sheets as of March 31, 2009, and December
      31, 2008                                                                                
|                                                                                                                                                             
|Consolidated Statements of Operations and Comprehensive (Loss)
      for the Three Months Ended March 31, 2009, and 2008, and Cumulative from
      Inception
|                                                                                                                                                             
|Consolidated Statements of Cash Flows for the Three Months
      Ended March 31, 2009, and 2008, and Cumulative from Inception                               
|                                                                                                                                                             
|Notes to Interim Consolidated Financial Statements March
      31, 2009, and 2008                                                                            
|                                                                                                                                                             
|Item 2. Managements Discussion and Analysis of Financial
      Condition and Results of Operations                                                          
|                                                                                                                                                             
|Item 3. Quantitative and Qualitative Disclosures About Market
      Risk                                                                                     
|                                                                                                                                                             
|Item 4T. 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. Submission of Matters to a Vote of Security Holders                                                                                                  
|                                                                                                                                                             
|Item 5. Other Information                                                                                                                                    
|                                                                                                                                                             
|Item 6. Exhibits                                                                                                                                             
|                                                                                                                                                             
|Signatures                                                                                                                                                   

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PART I - FINANCIAL INFORMATION

Item
1.            Financial
Statements

MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE
SHEETSAS OF MARCH 31, 2009, AND DECEMBER 31, 2009
(Unaudited)

|                                                                        |   | As of      |   |   | As of        |  
|----------------------------------------------------------------------- | - | ---------- | - | - | ------------ | -
|                                                                        |   | March 31,  |   |   | December 31, |  
|                                                                        |   | 2009       |   |   | 2008         |  
|**ASSETS**                                                              |   |            |   |   |              |  
|                                                                        |   |            |   |   |              |  
|Current Assets:                                                         |   |            |   |   |              |  
|Cash and cash equivalents                                               | $ | 636,376    |   | $ | 811,439      |  
|Accounts receivable -
      Other                                       |   | 15,995     |   |   | 10,574       |  
|Prepaid expenses                                                        |   | 7,331      |   |   | 16,586       |  
|Total current assets                                                    |   | 659,702    |   |   | 838,599      |  
|Property and Equipment:                                                 |   |            |   |   |              |  
|Computer and office
      equipment                                     |   | 7,777      |   |   | 3,084        |  
|Furniture and fixtures                                                  |   | 8,030      |   |   | 8,198        |  
|Equipment and tools                                                     |   | 92,665     |   |   | 92,974       |  
|Vehicles                                                                |   | 66,318     |   |   | 62,324       |  
|Website development
      costs                                         |   | 3,640      |   |   | 3,640        |  
|                                                                        |   | 178,430    |   |   | 170,220      |  
|Less - Accumulated
      depreciation and amortization                  |   | (12,433    | ) |   | (4,054       | )
|Net property and equipment                                              |   | 165,997    |   |   | 166,166      |  
|Other Assets:                                                           |   |            |   |   |              |  
|Intellectual property                                                   |   | 18,485,286 |   |   | 18,485,286   |  
|Security deposits                                                       |   | 3,632      |   |   | 3,877        |  
|Total other assets                                                      |   | 18,488,918 |   |   | 18,489,163   |  
|Total Assets                                                            | $ | 19,314,617 |   | $ | 19,493,928   |  
|                                                                        |   |            |   |   |              |  
|LIABILITIES AND STOCKHOLDERS'
      EQUITY                              |   |            |   |   |              |  
|                                                                        |   |            |   |   |              |  
|Current Liabilities:                                                    |   |            |   |   |              |  
|Current portion of capital lease
      obligations                      | $ | 32,074     |   | $ | 31,473       |  
|Loan payable                                                            |   | 58,258     |   |   | 58,258       |  
|Accounts payable and accrued
      liabilities                          |   | 149,916    |   |   | 97,000       |  
|Due to related parties
      - Directors and officers                   |   | 15,698     |   |   | 8,138        |  
|Total current liabilities                                               |   | 255,946    |   |   | 194,869      |  
|Long-Term Debt, less current
      portion:                             |   |            |   |   |              |  
|Capital lease obligations                                               |   | 77,646     |   |   | 91,606       |  
|Total long-term debt                                                    |   | 77,646     |   |   | 91,606       |  
|Total liabilities                                                       |   | 333,592    |   |   | 286,475      |  
|Commitments and Contingencies                                           |   |            |   |   |              |  
|Stockholders' Equity:                                                   |   |            |   |   |              |  
|Common stock, par value
      $0.001 per share, 1,500,000,000 shares    |   |            |   |   |              |  
|authorized;
      60,348,000 shares issued and outstanding in 2008, and |   |            |   |   |              |  
|2007,
      respectively                                                |   | 60,348     |   |   | 60,348       |  
|Additional paid-in capital                                              |   | 19,782,348 |   |   | 19,782,348   |  
|Donated capital                                                         |   | 13,000     |   |   | 13,000       |  
|Accumulated other comprehensive (loss)                                  |   | (8,392     | ) |   | (7,470       | )
|(Deficit) accumulated
      during the development stage                |   | (866,279   | ) |   | (640,773     | )
|Total stockholders' equity                                              |   | 18,981,025 |   |   | 19,207,453   |  
|Total Liabilities and Stockholders'
      Equity                        | $ | 19,314,617 |   | $ | 19,493,928   |  

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

3

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MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE (LOSS) FOR THE THREE MONTHS ENDED MARCH 31,
2009, AND 2008, ANDCUMULATIVE FROM INCEPTION (MAY 8, 2006) THROUGH
MARCH 31, 2009 (Unaudited)

|                                                  |   | Three Months Ended |   |   | Cumulative |  
|------------------------------------------------- | - | ------------------ | - | - | ---------- | -
|                                                  |   | March
      31,    |   |   | From       |  
|                                                  |   | 2009               |   |   | 2008       |  
|                                                  |   |                    |   |   |            |  
|Revenues                                          | $ | -                  |   | $ | -          |  
|Expenses:                                         |   |                    |   |   |            |  
|Research and development                          |   | 73,470             |   |   | -          |  
|General and administrative-                       |   |                    |   |   |            |  
|Professional
      fees                           |   | 11,363             |   |   | 55,837     |  
|Salaries and wages                                |   | 71,049             |   |   | -          |  
|Management
      and consulting                   |   | 4,138              |   |   | 29,516     |  
|Travel                                            |   | 8,418              |   |   | 2,142      |  
|Insurance                                         |   | 7,679              |   |   | -          |  
|Marketing and public
      relations              |   | 6,780              |   |   | -          |  
|Employee
      housing                            |   | 6,038              |   |   | -          |  
|Office                                            |   | 9,495              |   |   | 119        |  
|Meals
      and entertainment                     |   | 2,755              |   |   | -          |  
|Depreciation and amortization                     |   | 8,480              |   |   | -          |  
|Office
      rent                                 |   | 5,276              |   |   | -          |  
|Bank and other charges                            |   | 7,594              |   |   | 796        |  
|Stock-based
      compensation                    |   | -                  |   |   | -          |  
|Tax and licenses                                  |   | 3,398              |   |   | -          |  
|Total general and administrative expenses         |   | 152,463            |   |   | 88,410     |  
|(Loss) from Operations                            |   | (225,933           | ) |   | (88,410    | )
|Other Income (Expense):                           |   |                    |   |   |            |  
|Interest income                                   |   | 2,266              |   |   | -          |  
|Interest expense                                  |   | (1,839             | ) |   | -          |  
|Total
      other income (expense)                |   | 427                |   |   | -          |  
|(Loss) before Income Taxes                        |   | (225,506           | ) |   | (88,410    | )
|Provision for income taxes                        |   | -                  |   |   | -          |  
|Net (Loss)                                        |   | (225,506           | ) |   | (88,410    | )
|Comprehensive (Loss):                             |   |                    |   |   |            |  
|Foreign currency
      translation adjustment     |   | (922               | ) |   | -          |  
|Total Comprehensive (Loss)                        | $ | (226,428           | ) | $ | (88,410    | )
|(Loss) Per Common Share:                          |   |                    |   |   |            |  
|(Loss) per common share - Basic
      and Diluted | $ | (0.00              | ) | $ | (0.00      | )
|Weighted Average Number of Common Shares          |   |                    |   |   |            |  
|Outstanding - Basic and Diluted                   |   | 60,348,000         |   |   | 27,000,000 |  

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

4

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MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENTS OF CASH
FLOWSFOR THE THREE MONTHS ENDED MARCH 31, 2009, AND 2008, AND

CUMULATIVE FROM INCEPTION (MAY 8, 2006) THROUGH MARCH 31, 2009
(Unaudited)

|                                                           |   | Three Months Ended |   |   | Cumulative |  
|---------------------------------------------------------- | - | ------------------ | - | - | ---------- | -
|                                                           |   | March
      31,    |   |   | From       |  
|                                                           |   | 2009               |   |   | 2008       |  
|                                                           |   |                    |   |   |            |  
|Operating Activities:                                      |   |                    |   |   |            |  
|Net (loss)                                                 | $ | (225,506           | ) | $ | (88,410    | )
|Adjustments to reconcile
      net (loss) to net cash      |   |                    |   |   |            |  
|(used in) operating activities:                            |   |                    |   |   |            |  
|Depreciation and amortization                              |   | 8,379              |   |   | -          |  
|Donated services                                           |   | -                  |   |   | 1,500      |  
|Services paid by the issuance of common stock              |   | -                  |   |   | -          |  
|Changes in net assets and liabilities-                     |   |                    |   |   |            |  
|Accounts receivable - Other                                |   | (5,421             | ) |   | -          |  
|Prepaid expenses and deposits                              |   | 9,500              |   |   | -          |  
|Accounts payable and accrued liabilities                   |   | 52,916             |   |   | 46,601     |  
|Net Cash (Used in) Operating Activities                    |   | (160,132           | ) |   | (40,309    | )
|Investing Activities:                                      |   |                    |   |   |            |  
|Purchases of property and equipment                        |   | (8,210             | ) |   | -          |  
|Net Cash (Used in) Investing Activities                    |   | (8,210             | ) |   | -          |  
|Financing Activities:                                      |   |                    |   |   |            |  
|Proceeds from loan
      payable                           |   | -                  |   |   | 48,048     |  
|Payments on loan payable                                   |   | -                  |   |   | -          |  
|Proceeds from capital
      lease obligations              |   | -                  |   |   | -          |  
|Payments of principal on capital
      lease obligations   |   | (13,359            | ) |   | -          |  
|Proceeds from loans
      from related parties             |   | 7,560              |   |   | -          |  
|Payments on loans from related parties                     |   | -                  |   |   | (7,739     | )
|Issuance of common
      stock for cash                    |   | -                  |   |   | -          |  
|Net Cash Provided by (Used in) Financing Activities        |   | (5,799             | ) |   | 40,309     |  
|Effect of Exchange Rate Changes on Cash                    |   |                    |   |   |            |  
|and Cash Equivalents                                       |   | (922               | ) |   | -          |  
|Net Increase (Decrease) in Cash and Cash
      Equivalents |   | (175,063           | ) |   | -          |  
|Cash and Cash Equivalents - Beginning of Period            |   | 811,439            |   |   | -          |  
|Cash and Cash Equivalents - End of Period                  | $ | 636,376            |   | $ | -          |  
|Supplemental Disclosure of Cash Flow Information:          |   |                    |   |   |            |  
|Cash paid during
      the period for:                     |   |                    |   |   |            |  
|Interest                                                   | $ | 1,839              |   | $ | -          |  
|Income taxes                                               | $ | -                  |   | $ | -          |  

Supplemental Information of Noncash Investing and Financing
Activities:

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

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

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

5

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MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) 
NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTSMARCH 31, 2009, AND 2008 (Unaudited)

(1)        Summary of
Significant Accounting Policies

Basis of Presentation and Organization

MabCure Inc. (MabCure or the Company) was incorporated in
the State of Nevada on May 8, 2006, under the name of Smartec Holdings, Inc. The
Company originally was in the business of developing a detergent for removing
pesticides from fruits and vegetables. Because the Company was not successful in
implementing its business plan, it considered various alternatives to ensure the
viability and solvency of the Company. On January 10, 2008, the Company changed
its name to MabCure Inc. to better reflect its new business plan. On January 10,
2008, MabCure entered into an asset purchase agreement with Indigoleaf
Associates Ltd. (Indigoleaf), and Dr. Amnon Gonenne pursuant to which the
Company agreed to purchase all of Indigoleafs interest and rights to a
proprietary technology for the rapid and efficient generation of monoclonal
antibodies against desired antigens such as cancer markers, including, but not
limited to, the know-how, secrets, inventions, practices, methods, knowledge and
data owned by Indigoleaf. The Company purchased this proprietary technology
pursuant to an intellectual property transfer agreement and consummated the
other transactions contemplated by the asset purchase agreement on July 7, 2008.
Pursuant to the asset purchase agreement, as amended on April 2, 2009, the
Company issued 25,638,400 (post forward stock split) shares of its common stock
to Indigoleaf in consideration for the purchase of Indigoleafs proprietary
technology, and the Company issued 6,409,600 (post forward stock split) shares
of common stock to Dr. Gonenne in consideration for being one of the founders of
the Companys cancer therapy and detection business.

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

On June 27, 2008, pursuant to the asset purchase agreement, the
Company closed a private placement consisting of 1,300,000 units of MabCures
securities at a price of $1.00 per unit, for aggregate proceeds of $1,300,000.
Each unit consists of: (i) one common share; (ii) one non-transferable share
purchase warrant entitling the holder thereof to purchase one share of common
stock for a period of 12 months commencing from the closing of the asset
purchase agreement, at an exercise price of $1.25 per common share; and (iii)
one non-transferable share purchase warrant entitling the holder thereof to
purchase one share of common stock for a period of 24 months commencing from the
closing of the asset purchase agreement, at an exercise price of $1.25 per
common share.

Principles of Consolidation

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

Development Stage Company

The Company is in the development stage. Since its formation,
the Company has not realized any revenues from its planned operations. The
Company originally was in the business of developing a detergent for removing
pesticides from fruits and vegetables. Currently, the Company is in the business
of developing and commercializing its proprietary antibody technology for the
early detection of cancer and for the creation of highly specific therapeutics
(antibodies and novel drugs) against cancer.

Estimates

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

6

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MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) 
NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS 
  MARCH 31, 2009, AND 2008 
  (Unaudited)

Unaudited Interim Financial
Statements

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

Cash and Cash Equivalents

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

Property and equipment

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

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


Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets
and the related estimated remaining lives at each balance sheet date. The
Company records an impairment or change in useful life whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable or the useful life has changed. For the three months ended March 31,
2009, and 2008, no events or circumstances occurred for which an evaluation of
the recoverability of long-lived assets was required.

Lease Obligations

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

7

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MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) 
NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS 
  MARCH 31, 2009, AND 2008 
  (Unaudited)

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 March 31, 2009, and December 31, 2008, the
carrying value of the Companys financial instruments approximated fair value
due to the short-term maturity of these instruments.

Foreign Currency Translation

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

Revenue Recognition

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

Website Development Costs

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

Basic and Diluted Loss per Share

In accordance with SFAS No. 128, Earnings Per Share
(SFAS No. 128), basic loss per common share is computed by dividing net loss
available to common stockholders by the weighted average number of common shares
outstanding. Diluted loss per common share is computed similarly to basic loss
per common share except that the denominator is increased to include the number
of additional common shares that would have been outstanding if the potential
common shares had been issued and if the additional common shares were dilutive.
For the three months ended March 31, 2009, and 2008, the Company had no stock
equivalents that were anti-dilutive and excluded in the diluted loss per share
computation.

Income Taxes

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

8

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MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) 
NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS 
  MARCH 31, 2009, AND 2008 
  (Unaudited)

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

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

Stock-based Compensation

In December 2004, the FASB issued SFAS No. 123R,
Share-Based Payment (SFAS No. 123R), which replaced SFAS No. 123,
Accounting for Stock-Based Compensation (SFAS No. 123) and superseded
APB Opinion No. 25, Accounting for Stock Issued to Employees. In
January 2005, the SEC issued Staff Accounting Bulletin (SAB) No. 107,
Share-Based Payment, which provides supplemental implementation
guidance for SFAS No. 123R. SFAS No. 123R requires all share-based payments to
employees, including grants of employee stock options, to be recognized in the
consolidated financial statements based on the grant date fair value of the
award. SFAS No. 123R was to be effective for interim or annual reporting periods
beginning on or after June 15, 2005, but in April 2005, the SEC issued a rule
that will permit most registrants to implement SFAS No. 123R at the beginning of
their next fiscal year, instead of the next reporting period as required by SFAS
No. 123R. The pro-forma disclosures previously permitted under SFAS No. 123 no
longer will be an alternative to consolidated financial statement recognition.
Under SFAS No. 123R, the Company must determine the appropriate fair value model
to be used for valuing share-based payments, the amortization method for
compensation cost and the transition method to be used at date of adoption. The
transition provisions include prospective and retroactive adoption methods.
Under the retroactive method, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of the first quarter of adoption
of SFAS No. 123R, while the retroactive methods would record compensation
expense for all unvested stock options and restricted stock beginning with the
first period restated. The Company has adopted the requirements of SFAS No. 123R
which did not have any impact on the consolidated financial statements. As of
March 31, 2009, and December 31, 2008, the Company had not adopted a stock
option plan and had not granted any stock options. Accordingly, no stock-based
compensation related to stock options has been recorded from inception through
March 31, 2009.

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

Reclassification

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

(2)        Development
Stage Activities and Going Concern

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

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

9

---

MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) 
NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS 
  MARCH 31, 2009, AND 2008 
  (Unaudited)

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. MabCure has not established any source of revenues to cover its
operating costs, and as such, has incurred an operating loss since inception.
Further, as of March 31, 2009, and December 31, 2008, the cash resources of the
Company were insufficient to meet its current business plan. These and other
factors raise substantial doubt about the Companys ability to continue as a
going concern. The accompanying consolidated financial statements do not include
any adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the possible inability of the Company to continue as a going
concern.

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

On January 10, 2008, MabCure entered into an asset purchase
agreement with Indigoleaf Associates Ltd. (Indigoleaf) and Dr. Amnon Gonenne
pursuant to which the Company agreed to purchase all of Indigoleafs interest
and rights to a proprietary technology for the rapid and efficient generation of
monoclonal antibodies against desired antigens such as cancer markers,
including, but not limited to, the know-how, secrets, inventions, practices,
methods, knowledge and data owned by Indigoleaf. The Company purchased this
proprietary technology pursuant to an intellectual property transfer agreement
and consummated the other transactions contemplated by the asset purchase
agreement on July 7, 2008. Pursuant to the asset purchase agreement, as amended
on April 2, 2009, the Company issued 25,638,400 (post forward stock split)
shares of its common stock to Indigoleaf in consideration for the purchase of
Indigoleafs proprietary technology, valued at $18,486,286 and, the Company,
issued 6,409,600 (post forward stock split) shares of common stock to Dr.
Gonenne in consideration for being one of the founders of the Companys cancer
therapy and detection business..

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

The purchase of intellectual property from Indigoleaf, was
accounted for under SFAS No. 142, Accounting for Goodwill and Other
Intangible Assets (SFAS No. 142). The value of the intellectual property
acquired on July 7, 2008, was calculated using the fair market value of the
Companys common stock 15 days before and after the acquisition times a discount
factor to reflect the fact that the issued stock is restricted and is escrowed
for an extended period of time under the agreement. This value amounted to
$18,485,286 for the 25,638,400 (post forward stock split) shares issued
Indigoleaf and was recorded by the Company as an intangible asset, intellectual
property in the accompanying consolidated balance sheet as of December 31,
2008. The management of the Company believes that there are no legal,
regulatory, contractual, competitive, or economic factors that limit the useful
life of this intangible asset. Consequently, the Company considers the useful
life of this asset to be indefinite and has recorded no amortization expense. In
accordance with SFAS No. 142, the Company will, on a periodic basis, re-evaluate
the remaining useful life of this intangible asset to determine whether events
and circumstances continue to support an indefinite useful life.

10

---

MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) 
NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS 
  MARCH 31, 2009, AND 2008 
  (Unaudited)

(4)Loan Payable and Lease Obligations

Leases:

Capital Leases

The Company currently has capital lease commitments for
equipment and vehicles. As of March 31, 2009, the total cost of capitalized
leases presented in the accompanying consolidated balance sheets amounted to
$109,720. Amortization of the capital lease costs is included in depreciation
and amortization expense.

Operating Lease

In addition, the Company currently has operating lease
commitments for office space and employee housing with unrelated parties for a
period of up to three years through September 2011. Lease expense related to the
office space for the three months ended March 31, 2009 was $5,276. Lease expense
related to employee housing for the three months ended March 31, 2009 was
$6,038.

Future noncancellable minimum rental commitments for leases as
of March 31, 2009, were as follows:

OperatingYear
    
    Leases
    
    
    Capital Leases2009
    $
    29,388
    
    $
    37,8372010
    
    24,963
    
    
    37,8372011
    
    11,491
    
    
    32,3662012
    
    -
    
    
    14,2092013 and subsequent
    
    -
    
    
    -Total
    $
    65,842
    
    
    122,249Less - Amount representing
      interest
    
    
    
    
    (12,529
    )Present value of net minimum lease payments
    
    
    
    
    109,720Less - Current portion
    
    
    
    
    (32,074
    )Capital lease obligations, less current
      portion
    
    
    
    $
    77,646


Loan Payable:

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

(5)Donated Capital

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

11

---

MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) 
NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS 
  MARCH 31, 2009, AND 2008 
  (Unaudited)

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

(6)        Common
Stock

The Company is authorized to issue 1,500,000,000 shares of
$0.001 par value common stock. All common stock shares have equal voting rights,
are non-assessable, have one vote per share, and entitle stockholders to receive
dividends. Upon liquidation or wind-up, stockholders are entitled to participate
equally with respect to any distribution of net assets or any dividends which
may be declared. Voting rights are not cumulative and, therefore, the holders of
more than 50 percent of the common stock could, if they choose to do so, elect
all of the Directors of the Company.

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

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

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

On June 27, 2008, pursuant to the asset purchase agreement, the
Company closed a private placement consisting of 1,300,000 units of MabCures
securities at a price of $1.00 per unit, for aggregate proceeds of $1,300,000.
Each unit consists of: (i) one common share; (ii) one non-transferable share
purchase warrant entitling the holder thereof to purchase one share of common
stock for a period of 12 months commencing from the closing of the asset
purchase agreement, at an exercise price of $1.25 per common share; and (iii)
one non-transferable share purchase warrant entitling the holder thereof to
purchase one share of common stock for a period of 24 months commencing from the
closing of the asset purchase agreement, at an exercise price of $1.25 per
common share.

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

(7)        Income Taxes

The provision (benefit) for income taxes for the three months
ended March 31, 2009, and 2008 were as follows (using a 34.0 percent effective
Federal income tax rate):

12

---

MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) 
NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS 
  MARCH 31, 2009, AND 2008 
  (Unaudited)

| |                               |   | 2009    |   |   | 2008    |  
| | ----------------------------- | - | ------- | - | - | ------- | -
| | Current Tax Provision:        |   |         |   |   |         |  
| | Federal-                      |   |         |   |   |         |  
| | Taxable income                | $ | -       |   | $ | -       |  
| | Total current tax provision   | $ | -       |   | $ | -       |  
| | Deferred Tax Provision:       |   |         |   |   |         |  
| | Federal-                      |   |         |   |   |         |  
| | Loss carryforwards            | $ | 76,672  |   | $ | 30,059  |  
| | Change in valuation allowance |   | (76,672 | ) |   | (30,059 | )
| | Total deferred tax provision  | $ | -       |   | $ | -       |  

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

| |                                     |   | 2009     |   |   | 2008     |  
| | ----------------------------------- | - | -------- | - | - | -------- | -
| | Loss carryforwards                  | $ | 294,500  |   | $ | 217,900  |  
| | Less - Valuation allowance          |   | (294,500 | ) |   | (217,900 | )
| | Total net
      deffered tax assets | $ | -        |   | $ | -        |  

As of March 31, 2009, and December 31, 2008, the Company had
net operating loss carryforwards for income tax reporting purposes of
approximately $866,279 (2008 - $640,733) that may be offset against future
taxable income. The net operating loss carryforwards expire in the year 2029.
Current tax laws limit the amount of loss available to be offset against future
taxable income when a substantial change in ownership occurs or a change in the
nature of the business. Therefore, the amount available to offset future taxable
income may be limited.

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

(8)        Related Party
Transactions

As of March 31, 2009, the Company owed to Directors and
officers of the Company a total of $15,698 (2008: $8,138) for various working
capital loans received by the Company. The loans are unsecured, non-interest
bearing, and have no terms for repayment.

(9)        Commitments
and Contingencies

The Company is subject to various commitments under contractual
and other commercial obligations. Refer to Note 4 entitled Loan Payable and
Lease Obligations for minimum rental commitments under non-cancelable operating
and capital lease obligations as of March 31, 2009.

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

13

---

MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) 
NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS 
  MARCH 31, 2009, AND 2008 
  (Unaudited)

(10)      Recent Accounting
Pronouncements

In February 2007, the FASB issued SFAS No. 159, The Fair
Value Option for Financial Assets and Liabilities (SFAS No. 159), which
permits entities to measure many financial instruments and certain other items
at fair value that are not currently required to be measured at fair value. An
entity would report unrealized gains and losses on items for which the fair
value option had been elected in earnings at each subsequent reporting date. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earning caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. The decision about whether to elect the fair value option
is applied instrument by instrument, with a few exceptions; the decision is
irrevocable; and it is applied only to entire instruments and not to portions of
instruments. The statement requires disclosures that facilitate comparisons (a)
between entities that choose different measurement attributes for similar assets
and liabilities and (b) between assets and liabilities in the financial
statements of an entity that selects different measurement attributes for
similar assets and liabilities. SFAS No. 159 is effective for financial
statements issued for fiscal years beginning after November 15, 2007. Early
adoption is permitted as of the beginning of a fiscal year provided the entity
also elects to apply the provisions of SFAS No. 157. Upon implementation, an
entity shall report the effect of the first re-measurement to fair value as a
cumulative-effect adjustment to the opening balance of retained earnings. Since
the provisions of SFAS No. 159 are applied prospectively, any potential impact
will depend on the instruments selected for fair value measurement at the time
of implementation. The management of MabCure is of the opinion that the adoption
of this new pronouncement will not have an impact on its consolidated financial
statements.

In December 2007, the FASB issued SFAS No. 160,
Noncontrolling Interests in Consolidated Financial Statements  an amendment
of ARB No. 51(SFAS No. 160),which establishes accounting and
reporting standards to improve the relevance, comparability, and transparency of
financial information in its consolidated financial statements. This is
accomplished by requiring all entities, except not-for-profit organizations,
that prepare consolidated financial statements to:

| | a) | clearly identify, label, and present ownership interests
      in subsidiaries held by parties other than the parent in the consolidated
      statement of financial position within equity, but separate from the
      parents equity;      
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | b) | clearly identify and present both the parents and the
      noncontrollings interest attributable consolidated net income on the face
      of the consolidated statement of income;                                                          
| | c) | consistently account for changes in parents ownership
      interest while the parent retains it controlling financial interest in
      subsidiary and for all transactions that are economically similar to be
      accounted for similarly;
| | d) | measure of any gain, loss, or retained noncontrolling
      equity at fair value after a subsidiary is deconsolidated; and                                                                                                                      
| | e) | provide sufficient disclosures that clearly identify and
      distinguish between the interests of the parent and the interests of the
      noncontrolling owners.                                                                            

This statement also clarifies that a noncontrolling interest in
a subsidiary is an ownership interest in the consolidated entity that should be
reported as equity in the consolidated financial statements. SFAS No. 160 is
effective for fiscal years and interim periods on or after December 15, 2008.
The management of MabCure does not expect the adoption of this pronouncement to
have a material impact on its consolidated financial statements.

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

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

14

---

MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) 
NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS 
  MARCH 31, 2009, AND 2008 
  (Unaudited)

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

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

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

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

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

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

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

15

---

MABCURE INC. AND SUBSIDIARY (FORMERLY SMARTEC HOLDINGS,
INC.) (A DEVELOPMENT STAGE COMPANY) 
NOTES TO INTERIM CONSOLIDATED FINANCIAL
STATEMENTS 
  MARCH 31, 2009, AND 2008 
  (Unaudited)

(11)      Subsequent Events

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

On April 26, 2009, the Companys Board of Directors approved
the appointment of Dr. David S. Frank to its Board of Directors. Dr. Frank will
receive $4,000 annually for his services as a Director. In addition, he will
receive an annual payment of $8,000 if he serves as a member of a committee of
the Board of Directors.

16

---

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

FORWARD-LOOKING STATEMENTS

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

EXECUTIVE OVERVIEW

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

Originally, we had been in the business of developing a
detergent for removing pesticides from fruits and vegetables. Because we were
not successful in implementing our initial business plan, we considered various
alternatives to ensure the viability and solvency of our Company.

On January 10, 2008, we entered into an asset purchase
agreement with Indigoleaf Associates Ltd. (Indigoleaf), and Dr. Amnon Gonenne,
pursuant to which we purchased all of Indigoleafs interest and rights to a
proprietary technology for the rapid and efficient generation of monoclonal
antibodies against desired antigens such as cancer markers, including, but not
limited to, the know-how, secrets, inventions, practices, methods, knowledge and
data owned by Indigoleaf. We purchased this proprietary technology pursuant to
an intellectual property transfer agreement and consummated the other
transactions contemplated by the asset purchase agreement on July 7, 2008.
Pursuant to the asset purchase agreement, as amended on April 2, 2009, we issued
25,638,400 shares of our common stock to Indigoleaf in consideration for the
purchase of Indigoleafs proprietary technology, and we issued 6,409,600 shares
of our common stock to Dr. Gonenne in consideration for his being one of the
founders of our cancer therapy and detection business.

Recent Developments

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

- 17 -

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Over the next twelve months we plan to:

- continue with our anti-ovarian cancer program with the intention of
  progressing to a pilot clinical study;
- initiate our anti-prostate cancer program with the objective of leading to
  a pilot clinical study;
- initiate the anti-breast cancer and colorectal cancer programs, with the
  objective of creating novel MAbs against these cancers;
- initiate the antigen identification program in order to identify and
  sequence those antigens, or cancer markers, which are recognized by our novel
  MAbs. The first antigens to be studied will be the melanoma-specific cancer
  markers through the application of our anti-melanoma MAbs;
- explore the utility of our cancer-specific MAbs for the visualization in
  vivo of tumors that have metastasized; and
- hire two scientists for our Belgian subsidiary to assist in carrying out
  the tasks described above.

RESULTS OF OPERATIONS

For the three months ended March 31, 2009 and March 31, 2008

We had no revenues for the period from May 8, 2006 (date of
inception) through March 31, 2009. As of March 31, 2009, we have commenced our
research and development activities with our newly acquired proprietary antibody
technology for the early detection of cancer and for the creation of highly
specific therapeutics (antibodies and novel drugs) against cancer.

General and administrative expenses were $152,463 for the three
months ended March 31, 2009, compared to $88,410 for the three months ended
March 31, 2008. The increase in general and administrative expenses was due to
an increase in our activity level. General and administrative expenses primarily
consist of payroll expenses, professional fees, and office and travel expenses.

Payroll expense was $71,049 for the three months ended March
31, 2009, compared to $0 for the three months ended March 31, 2008. The increase
in payroll expense was due to the hiring of our full-time employees.
Professional fees were $11,363 for the three months ended March 31, 2009,
compared to $55,837 for the three months ended March 31, 2008. The decrease in
professional fees was due to a decrease in start-up activities of the Company.
Office and travel expenses amounted to $17,913 for the three months ended March
31, 2009, compared to $2,261 for the three months ended March 31, 2008. The
increase in travel expenses was due to an increase in our activity.

Research and development expense was $73,470 for the three
months ended March 31, 2009, compared to $0 for the three months ended March 31,
2008. These costs primarily consist of salaries and wages for our scientists,
who commenced research and development activities in January 2009.

Our net loss for the three months ended March 31, 2009, was
$225,506 or $0.00 per share compared to $88,410 or $0.00 per share for the three
months ended March 31, 2008. The weighted average number of shares outstanding
was 60,348,000 for the three months ended March 31, 2009, compared to 27,000,000
(post forward stock split) for the three months ended March 31, 2008.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2009

As of March 31, 2009, our current assets were $659,702 and our
current liabilities were $255,946, resulting in working capital of $403,756.

As of March 31, 2009, our total liabilities were $333,592
compared to total liabilities of $286,475 as of December 31, 2008. The increase
in total liabilities as of March 31, 2009, compared to the year ended December
31, 2008, was due to an increase in our accounts payable, partially offset by a
reduction in our capital lease obligations.

For the three months ended March 31, 2009, net cash used in
operating activities was $160,132 compared to net cash used in operating
activities of $40,309 for the three months ended March 31, 2008. Net cash used
in operating activities for the three months ended March 31, 2009, was comprised
of a net loss of $225,506 (2007: $88,410), donated services and depreciation and

- 18 -

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amortization of $8,379 (2007: $1,500), accounts receivable -
other of $(5,421), prepaid expenses and deposits of $9,500 (2007: $0), and
accounts payable and accrued liabilities of $52,916 (2007: $46,601).

For the three months ended March 31, 2009, net cash used in
investing activities was $8,210 compared to net cash used in investing
activities of $0 for the three months ended March 31, 2008. The increase in net
cash used in investing activities for the period ended March 31, 2009, was the
result of purchase of equipment.

Net cash flows used in financing activities for the three
months ended March 31, 2009, was $(5,799) compared to net cash flows from
financing activities of $40,309 for the three months ended March 31, 2008.

Going Concern

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

There are no assurances that we will be able to obtain funds
required for our continued operation. There can be no assurance that additional
financing will be available to us when needed or, if available, that it can be
obtained on commercially reasonable terms. If we are not able to obtain the
additional financing on a timely basis, we will not be able to meet our other
obligations as they become due and we will be forced to scale down or perhaps
even cease the operation of our business. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests
of our current stockholders. Obtaining commercial loans, assuming those loans
would be available, will increase our liabilities and future cash
commitments.

Off-Balance Sheet Arrangements

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

CRITICAL ACCOUNTING POLICIES

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

Fair Value of Financial Instruments

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

Basic and Diluted Loss per Share

In accordance with SFAS No. 128, "Earnings Per Share," basic
loss per common share is computed by dividing net loss available to common
stockholders by the weighted average number of common shares outstanding.
Diluted loss per common share is computed similar to basic loss per common share
except that the denominator is increased to include the number of additional
common shares that would have been outstanding if the potential common shares
had been issued and if the additional common shares were dilutive. As of March
31, 2009, we had no stock equivalents that were anti-dilutive and excluded in
the diluted loss per share computation.

- 19 -

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Income Taxes

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

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

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

Stock-based Compensation

In December 2004, the FASB issued SFAS No. 123R, Share-Based
Payment (SFAS No. 123R), which replaced SFAS No. 123, Accounting for
Stock-Based Compensation (SFAS No. 123) and superseded APB Opinion No. 25,
Accounting for Stock Issued to Employees. In January 2005, the SEC issued
Staff Accounting Bulletin (SAB) No. 107, Share-Based Payment, which provides
supplemental implementation guidance for SFAS No. 123R. SFAS No. 123R requires
all share-based payments to employees, including grants of employee stock
options, to be recognized in the financial statements based on the grant date
fair value of the award. SFAS No. 123R was to be effective for interim or annual
reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC
issued a rule that will permit most registrants to implement SFAS No. 123R at
the beginning of their next fiscal year, instead of the next reporting period as
required by SFAS No. 123R. The pro-forma disclosures previously permitted under
SFAS No. 123 no longer will be an alternative to financial statement
recognition. Under SFAS No. 123R, we must determine the appropriate fair value
model to be used for valuing share-based payments, the amortization method for
compensation cost and the transition method to be used at date of adoption. The
transition provisions include prospective and retroactive adoption methods.
Under the retroactive method, prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented. The prospective
method requires that compensation expense be recorded for all unvested stock
options and restricted stock at the beginning of the first quarter of adoption
of SFAS No. 123R, while the retroactive methods would record compensation
expense for all unvested stock options and restricted stock beginning with the
first period restated. We have adopted the requirements of SFAS No. 123R which
did not have any impact on the financial statements.

We account for equity instruments issued in exchange for the
receipt of goods or services from other than employees in accordance with SFAS
No. 123 and the conclusions reached by the Emerging Issues Task Force in Issue
No. 96-18, Accounting for Equity Instruments That Are Issued to Other Than
Employees for Acquiring or in Conjunction with Selling Goods or Services (EITF
96-18). Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by EITF 96-18. As of March 31, 2009, we had not
adopted a stock option plan and had not granted any stock options. Accordingly,
no stock-based compensation related to stock options has been recorded.

RECENT ACCOUNTING PRONOUNCEMENTS

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

Item
3.           
Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item
4T.          Controls and
Procedures.

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

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As of March 31, 2009, the end of the three-month period covered
by this report, we carried out an evaluation, under the supervision and with the
participation of our management, including our president and our chief financial
officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on the foregoing, our president and our chief
financial officer concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended March 31, 2009,
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item
1.            Legal
Proceedings.

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

Item
1A.          Risk Factors.

Not Applicable.

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

Except as reported by us on a Current Report on Form 8-K, we
did not sell any equity securities which were not registered under the
Securities Act during the three-month period ended March 31, 2009.

Item
3.            Defaults
Upon Senior Securities.

None.

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

None.

Item
5.            Other
Information.

None.

Item
6.           
Exhibits

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

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

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) 
May 13,
2009



/s/ Ron KalfusRon Kalfus Chief
Financial Officer (who also performs as Principal Financial Officer and
Principal Accounting Officer) 
May 13, 2009

24

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