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UNITED STATESSECURITIES AND EXCHANGE COMMISSION
  Washington, D.C. 20549Amendment
  No. 1 to 
  FORM 10-K
  (Mark One)

[x]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31,
2009
or

[ ]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          | (I.R.S. Employer Identification No.)
|incorporation or organization)           |                                     
|                                         |                                     
|De Schiervellaan 3/B1                    |                                     
|Hasselt, Belgium                         | 3500                                
|(Address of principal executive offices) | (Zip Code)                          

+32 (48) 7425303(Registrants telephone
number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

|N/A                 | N/A                                      
|------------------- | -----------------------------------------
|Title of each class | Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

Shares of Common Stock, $0.001 par valueTitle
of Class

Indicate by check mark if the Registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [x]

Indicate by check mark if the Registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [x]

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 if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not
contained herein, and will not be contained, to the best of Registrants
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form
10-K. [x]

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 the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.

|Large accelerated filer [ ] | Accelerated filer [ ] | Non-accelerated filer [ ] | Smaller reporting company [x]
|--------------------------- | --------------------- | ------------------------- | -----------------------------

Indicate by check mark whether the Registrant is a shell
company (as defined in Rule 12b-2 of the Act). Yes [ ] No [x]

The aggregate market value of voting and non-voting common equity
  held by non-affiliates as of  March
  1, 2011 , was approximately  $9,595,071
  based upon  30,951,841
  shares held by non-affiliates and a closing market price of  $0.31
  per share on June 30,
  2010.

As of  March
  1, 2011,  there were  62,999,841
   shares of common stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred to in Part
IV.

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TABLE OF CONTENTS

|           |                                                                                                                          | Page
|---------- | ------------------------------------------------------------------------------------------------------------------------ | ----
|FORM 10-K  |                                                                                                                          | 1   
|PART I     |                                                                                                                          | 3   
|ITEM 1.    | BUSINESS                                                                                                                 | 3   
|ITEM 2.    | PROPERTIES                                                                                                               | 10  
|ITEM 3.    | LEGAL
      PROCEEDINGS                                                                                                  | 10  
|ITEM 4.    | (REMOVED AND RESERVED)                                                                                                   | 10  
|PART II    |                                                                                                                          | 10  
|ITEM 5.    | MARKET FOR REGISTRANTS
      COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES | 10  
|ITEM 6.    | SELECTED
      FINANCIAL DATA                                                                                            | 11  
|ITEM 7.    | MANAGEMENTS DISCUSSION AND
      ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                              | 12  
|ITEM 8.    | FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA                                                                        | F-1 
|ITEM 9A.   | CONTROLS AND PROCEDURES                                                                                                  | 19  
|ITEM 9B.   | OTHER
      INFORMATION                                                                                                  | 20  
|PART III   |                                                                                                                          | 21  
|ITEM 10.   | DIRECTORS,
      EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                             | 21  
|ITEM 11.   | EXECUTIVE COMPENSATION                                                                                                   | 24  
|ITEM 12.   | SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDER MATTERS               | 26  
|ITEM 13.   | CERTAIN RELATIONSHIPS AND
      RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.                                         | 28  
|ITEM 14.   | PRINCIPAL
      ACCOUNTING FEES AND SERVICES                                                                             | 29  
|PART IV    |                                                                                                                          | 31  
|ITEM 15.   | EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES                                                                            | 31  
|SIGNATURES |                                                                                                                          | 33  

1

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**EXPLANATORY
  NOTE**

This Form 10-K/A, Amendment
  No. 1, is being filed by MabCure Inc. (the “Company”) to amend its
  Annual Report on Form 10-K for the fiscal year ended December 31, 2009, filed
  with the Securities and Exchange Commission (the “Commission”) on
  March 24, 2010, to indicate that the Utah accountancy license of Davis Accounting
  Group, P.C., the auditing firm that audited the financial statement of the Company
  for the years ended December 31, 2009 and 2008 (the “2009 and 2008 Financial
  Statements”), had expired as of September 30, 2008, and that, therefore,
  the 2009 and 2008 Financial Statements are now not considered by the Commission
  to be audited. The Commission has required that each column of each of the 2009
  and 2008 Financial Statements in this Form 10-K/A, Amendment No. 1, be labeled
  “Not Audited.” Except for the foregoing amended information, this
  Amendment No.1 does not amend or update any other information contained in the
  Form 10-K.

The Company’s current
  auditor, Rotenberg Meril Solomon Bertiger & Guttilla, P.C. (“Rotenberg
  Meril”), is re-auditing the 2009 and 2008 Financial Statements, and the
  Company will file those re-audited financial statements along with Rotenberg
  Meril’s report as soon as practicable.

New certifications of our
  principal executive and financial officer are included as exhibits to this amendment.



Forward-Looking Statements

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

These risks include, by way of example and not in
limitation:

- risks related to our ability to continue as a going concern;
- the uncertainty of profitability based upon our history of losses;
- risks related to failure to obtain adequate financing on a timely basis and
  on acceptable terms for our planned development projects;
- risks related to our ability to acquire blood samples for the development
  and testing of our products;
- risks related to our ability to continue to fund research and development
  costs;
- risks related to conducting business internationally due to our operations
  in Belgium;
- risks related to receiving approvals from the United States Food and Drug
  Administration (the FDA) to market our products;
- risks related to our ability to successfully develop our technology into
  commercial products,
- risks related to our ability to successfully prosecute and protect our
  intellectual property;
- risks related to environmental, health and safety rules and regulations;
- risks related to tax assessments;
- risks related to the impact of any healthcare reform legislation; and
- other risks and uncertainties related to our prospects, properties, and
business strategy.

The above list is not an exhaustive list of the factors that
may affect any of our forward-looking statements. These and other risks
described in this report should be considered carefully and readers should not
place undue reliance on our forward-looking statements.

Forward-looking statements are made based on managements
beliefs, estimates and opinions on the date the forward-looking statements are
made, and we undertake no obligation to update forward-looking statements should
these beliefs, estimates, and opinions or other circumstances change. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance,
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these forward-looking statements to actual results.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States generally accepted
accounting principles (GAAP).

In this Annual Report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to "common
stock" refer to the shares of our common stock.

As used in this Annual Report, the terms "we," "us," "our,"
"MabCure," and Issuer mean MabCure Inc., and its consolidated subsidiary,
unless the context clearly requires otherwise.

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PART I

|ITEM 1. | BUSINESS
|------- | --------

Formation and year of organization

We were incorporated on May 8, 2006, in the State of Nevada
under the name Smartec Holdings, Inc. Our authorized capital at formation
consisted of 75,000,000 shares of our common stock (the Common Shares) with a
par value of $0.001 per common share.

On November 26, 2007, we effected a forward stock split on a
twenty-to-one basis to increase our authorized capital from 75,000,000 common
shares with a par value of $0.001 per common share to 1,500,000,000 common
shares with a par value of $0.001 per common share.

On January 22, 2008, we changed our name from Smartec
Holdings, Inc. to MabCure Inc. following the merger with our wholly owned
subsidiary, MabCure, Inc.

On October 30, 2008, we 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.

Our principal executive offices are located in Belgium at the
following address: De Schiervellaan 3/B1, 3500 Hasselt, Belgium. Our telephone
number is +32 (48) 7425303.

Our common shares are traded on the over-the-counter market and
quoted on the over-the-counter bulletin board (the OTCBB) under the
symbol MBCI. On March 1, 2010, the closing price for our common shares as
reported on the OTCBB was $0.62.

Bankruptcy, Receivership or Similar
Proceeding

We have never declared bankruptcy, have never been in
receivership, and have never been involved in any legal actions or
proceedings.

Purchase of Assets

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

On June 27, 2008, pursuant to the asset purchase agreement, we
closed a private placement consisting of 1,300,000 units of our securities at a
price of $1.00 per unit, for aggregate proceeds of $1,300,000. Each unit
consists of: (i) one common share; (ii) one 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.

3

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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 of
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.

Recent Corporate Developments

2009 marked the beginning of our research and development
activities. Using the proprietary technology that we purchased in 2008, we
concentrated on expanding our library of highly specific monoclonal antibodies
(MAbs) against a number of different cancers. In addition, we optimized our
production capability to be able to prepare sufficient quantities of MAbs for
the planned clinical trials. Our main focus during the year was ovarian and
prostate cancer as well as melanoma. Beyond our lab activities, we created new
relationships and collaborations with European and Asian medical centers to lead
our clinical trials.

On September 2, 2009, we entered into a loan agreement to
obtain a bridge loan of $500,000 from a third-party lender for ordinary working
capital needs. The loan was due to mature on September 2, 2010. On March 5,
2010, we entered into a conversion agreement with the lender, pursuant to which
the loan and all accrued interest was converted into equity securities. In full
repayment of the loan and all accrued interest, we issued to the lender
1,000,000 units, with each unit consisting of: (i) one common share; (ii) one
non-transferable share purchase warrant entitling the holder thereof to purchase
one share of common stock until February 16, 2012, at a price per share of
US$0.60; and (iii) one non-transferable common stock purchase warrant entitling
the holder thereof to purchase one share of common stock until February 16,
2012, at a price per share of US$0.70.

On March 5, 2010, we closed an offshore private placement
consisting of 1,000,000 units of our securities at a price of $0.50 per unit,
for aggregate proceeds of $500,000. Each unit consists of: (i) one common share;
(ii) one non-transferable share purchase warrant entitling the holder thereof to
purchase one share of common stock for a period of 24 months commencing from the
closing of the private placement agreement, at an exercise price of $0.60 per
common share; and (iii) one non-transferable share purchase warrant entitling
the holder thereof to purchase one share of common stock for a period of 24
months commencing from the closing of the private placement agreement, at an
exercise price of $0.70 per common share.

In December 2009, we signed a research agreement with
Ramathibodi Hospital, Mahidol University, in Bangkok, Thailand. Following the
approval of the proposed clinical protocol by the hospitals Ethics Committee,
clinical trials to diagnose ovarian cancer with our MAbs were officially
launched in January 2010. Mahidol University is one of the oldest and most
prestigious universities in Thailand, and is internationally known and
recognized for the high caliber of research and teaching by its faculty.

In November 2009, we signed a research agreement with AZ Sint
Lucas Hospital in Brugge, Belgium for the performance of preclinical research
intended to broaden the utility of our MAbs where there is a need to diagnose
cancer in tissue specimens, such as in moles removed from
patients who are at high risk for developing melanoma, or in polyps resected
from patients who undergo colonoscopies.

4

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In October 2009, we announced a development milestone, the
creation of MAbs to diagnose colorectal cancer. After further characterization
of these MAbs, we plan to explore their utility both for the early diagnosis of
colorectal cancer (in blood or feces specimens), and as imaging agents for
detecting micrometastatic disease during surgery and cancerous polyps during
colonoscopies.

During the coming year, we plan to expand our clinical program
to include additional centers in Europe and to launch a clinical study of
prostate cancer diagnosis with our MAbs.

Business of Issuer

Principal Products and Markets

We are a development stage company originally in the business
of developing a detergent for removing pesticides from fruits and vegetables.
Because we were unsuccessful in implementing our business plan, we considered
various alternatives to ensure viability and solvency. We are currently in the
business of developing and commercializing our proprietary antibody technology
for the early detection of cancer and for the creation of highly specific
therapeutics (antibodies and novel drugs) against cancer.

We entered the business of early detection of cancer through
an asset purchase agreement dated January 10, 2008, with Indigoleaf and Dr.
Amnon Gonenne, pursuant to which we agreed to purchase all of Indigoleafs
interest and rights to a proprietary technology for the rapid and efficient
generation of monoclonal antibodies against desired antigens such as cancer
markers, including, but not limited to, the know-how, secrets, inventions,
practices, methods, knowledge and data owned by Indigoleaf. We purchased this
proprietary technology pursuant to an intellectual property transfer agreement
and consummated the other transactions contemplated by the asset purchase
agreement on July 7, 2008.

Distribution Methods of the Products

At present, we are conducting research and development using
our proprietary antibody technology for the early detection of cancer and for
the creation of highly specific therapeutics (antibodies and novel drugs)
against cancer. As such, our products are currently not ready for
distribution.

Status of any Publicly Announced New Product

At present, we have not publicly announced any new products but
we intend to continue with the research and development of our technology.

Competitive Business Conditions and our Competitive
Position in the Industry and Methods of Competition

We are not aware of any FDA-approved blood tests which compete
with our three leading Monoclonal Antibody (MAb") products for the diagnosis of
melanoma and ovarian and prostate cancers, or with our planned MAbs for
colorectal and breast cancers.

There may be companies attempting to develop genomics
(DNA-based) or proteomics (protein-pattern based) diagnostic tests for cancer.
We believe that these statistical-pattern-based tests are inherently susceptible
to errors, are time consuming, need technical expertise for both performance and
analyses, and are relatively expensive. Hence, our anti-ovarian cancer test may
have a clear advantage since it is expected to be highly specific, fast, and
simple, and should be competitive in price.

5

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Sources and Availability of Raw Materials and the Names of Our Principal Suppliers

We are currently in the research and development stage, and thus have no suppliers of raw materials. As we conduct our research and development, we use blood samples that contain various types of cancers at various stages of the cancers
evolvement. We obtain these blood samples from hospitals and research institutions throughout Europe and the Far East. We rely on these blood samples in order to effectively conduct our research. Should we be unable to obtain blood samples that
contain the specific cancer we are researching, it may cause a delay in our research.

Dependence on one or a few Major Customers

At present, we are conducting research and development and, as such, have no customers. We will likely plan and initiate sales strategies once our product is fully developed.

Intellectual Property

At present, we do not own, either legally or beneficially, any patents, registered trademarks, licenses, franchises, or concessions.

During 2008, we acquired a proprietary platform technology for the rapid and efficient generation of monoclonal antibodies against desired antigens such as cancer markers. This technology is based on an improvement of the non-proprietary, classic
hybridoma technology for the production of antibodies in animals. Using our proprietary technology, we are able to generate highly specific monoclonal antibodies (MAbs). While the technology is novel and patentable, we have as of yet not filed any
patents relating to the technology. In addition, enforcing patent protection may be difficult since the products (MAbs) created by the technology have no "finger prints" that could link them to our technology. The protocols of our technology are
known to our Chief Executive Officer and our Chief Scientific Officer. In addition, the data is encrypted and kept on CDs which have been placed in a safe deposit box at a bank.

We plan to file for patents in the near future for cancer-specific antibodies and newly discovered antigens (i.e. novel cancer markers).

Refer to Note 3 of the Consolidated Financial Statements entitled, Purchase of Intellectual Property and Stock Issuance to Founder for further discussion on the purchase of our proprietary technology.

Governmental Approval

We are subject to the laws and regulations of those jurisdictions in which we plan to license our technology. In the United States, we will be required to obtain regulatory approval for our products from the Food and Drug Administration (FDA), and
in Europe we will be required to obtain the Conformité Européene (CE mark).

Effect of Existing or Probable Governmental Regulations on the Business

Our research and development activities and the manufacturing and marketing of our proposed MAb products are subject to the laws and regulations of governmental authorities in the United States and any other countries in which our products are
ultimately marketed. In the United States, the Food and Drug Administration, or FDA, among other activities, regulates new product approvals to establish the safety and efficacy of the types of products and technologies our Company is currently
developing. Governments in other countries have similar requirements for testing and marketing.

Regulation by governmental authorities in the United States and foreign countries is a significant factor in the development, manufacture, and marketing of our proposed MAb products and in our ongoing research and development activities.

6

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The products and technologies that we are currently researching
and developing will require regulatory approval by governmental agencies prior
to commercialization. Various federal statutes and regulations also govern or
influence the testing, manufacturing, safety, labeling, storage, record keeping,
and marketing of related products. The process of obtaining these approvals and
the subsequent compliance with applicable statutes and regulations require the
expenditure of substantial time and financial resources. Any failure by us or
our collaborators, licensors, or licensees to obtain, or any delay in obtaining
regulatory approval, could have a material adverse effect on our business.

Research and Development Expenditures

During the fiscal years ended December 31, 2009 and 2008, we
have incurred $402,657 and $3,806, respectively, in research and development
expenditures, which included salaries and wages for our scientists.

Employees

As of December 31, 2009, we had four employees on a full-time
basis; MabCure is managed by Dr. Amnon Gonenne, our President and Chief
Executive Officer; Dr. Elisha Orr, our Chief Scientific Officer; and Mr. Ron
Kalfus, our Chief Financial Officer.

Risk Factors related to our Business

We have no operating history and have maintained losses
since inception, which we expect to continue into the future.

We were incorporated on May 8, 2006, and have limited
operations. We have not realized any revenues to date. Our products are under
development and will not be ready for commercial sale until we have completed
development, conducted clinical trials, and received all regulatory approvals.
We have no operating history upon which an evaluation of our future success or
failure can be made. Our net loss from inception to December 31, 2009 is
$2,012,711. Based upon our proposed plans, we expect to incur operating losses
in future periods. This will happen because there are substantial costs and
expenses associated with the development and commercialization of our proposed
products. We may fail to generate revenues in the future. Failure to generate
revenues will cause us to either change our line of business or to go out of
business because we will not have the money to pay our ongoing expenses.

Our independent auditors report states that there is a
substantial doubt that we will be able to continue as a going
concern.

Our independent registered auditors, Davis Accounting Group
P.C., state in their audit report, dated March 15, 2010, included with this
Annual Report, that since we are a development stage company, have no
established source of revenue, and are dependent on our ability to raise capital
from shareholders or other sources to sustain operations, there is a substantial
doubt that we will be able to continue as a going concern.

We will, in all likelihood, continue to incur expenses without
generating significant revenues into the foreseeable future, at least until we
complete development of our products and commence their commercialization. Our
only source of funds to date has been the sale of our common stock. Because we
cannot ensure that we will be able to generate interest in our products or that
we will be able to generate any significant revenues or income, the
identification of new sources of equity financing will be difficult. If we are
successful in closing on any new financing, existing investors will experience
substantial dilution. Our ability to obtain debt financing is also severely
impacted by our financial condition, and likely not even feasible, given that we
do not have revenues or profits to pay interest or repay principal.

As a result, if we are unable to obtain additional financing at
this stage in our operations, our business will fail and our stockholders may
lose some or all of their investment in our common stock.

7

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Our inability to complete our product development
activities successfully may severely limit our ability to operate and finance
operations.

Commercialization of our technology will require significant
additional research and development as well as substantial clinical trials. We
believe that Europe and the United States will be the principal markets for our
technology, although we may elect to expand into other regions. We may not be
able to successfully complete development of our technology, or successfully
market our technology. Our research and development programs may not be
successful. Our technology may not prove to be safe and efficacious in clinical
trials, and we may not obtain the necessary regulatory approvals for our
technology. Whether or not any of these events occur, we may not have adequate
resources to continue operations for the period required to resolve any issues
delaying commercialization, and we may not be able to raise capital to finance
our continued operation during the period required for resolution of these
issues.

If we are not able to adequately protect our proprietary
technology, our Company will suffer a material adverse effect.

Our ability to compete successfully and achieve any revenue
will depend, in part, on our ability to protect our proprietary technology and
operate without infringing upon the rights of others. In addition, the departure
of any of our management or any significant technical personnel or consultants
we hire or retain in the future, the breach of their confidentiality and
non-disclosure obligations, or the failure to achieve our intellectual property
objectives may have a material adverse effect on our business, financial
condition, and results of operations. We believe our success depends upon the
knowledge and experience of our management and our ability to commercialize our
existing technology and to develop new technologies.

We may not be able to successfully protect our proprietary
technology, and our proprietary technology may otherwise become known, or
similar technology may be independently developed by competitors. While we
believe that we have adequately protected our proprietary technology, and we
intend to take all appropriate and reasonable legal measures to protect it in
the future, the use of our technology by a competitor could have a material
adverse effect on our business, financial condition, and results of operations.
In addition, competitors may discover novel uses, develop similar or more
marketable technologies, or offer services similar to those offered by our
Company at lower prices. If we are unsuccessful in addressing the risks related
to protecting our proprietary technology, our business will most likely
fail.

We may be subject to intellectual property infringement
litigation, which may be time-consuming and costly.

We may need to bring legal claims to enforce or protect our
intellectual property rights. Any litigation, whether successful or
unsuccessful, may result in substantial costs and a diversion of our Company's
resources. In addition, notwithstanding our rights to our intellectual property,
other persons may bring claims against us alleging that we have infringed on
their intellectual property rights or that our intellectual property rights are
not valid. Any claims against us, with or without merit, could be time consuming
and costly to defend or litigate, divert our attention and resources, result in
the loss of goodwill associated with our business, or require us to make changes
to our technology.

Clinical trials are expensive, time consuming, and
difficult to design and implement, and it is unclear whether the results of such
clinical trials will be favorable.

We commenced clinical trials of our proposed products in
January 2010. Clinical trials will be expensive and may be difficult to
implement due to the number of patients and testing sites that may be required,
and could be subject to delay or failure at any stage of the trials. We expect
our current funding will be sufficient only to enable us to continue our
operations as currently planned until approximately the end of fiscal 2010.
Accordingly, we will require additional funds to conduct additional clinical
trials, obtain the necessary FDA approvals, and market our products. Any delay
or failure of, or adverse results from, clinical trials will likely require us
to obtain even further funding in order to address such delays or failures, or
to refocus our efforts on other product candidates, and such delay, failure, or
adverse results could make it much more difficult or expensive for us to obtain
funding. Similarly, human clinical trials for our products will be expensive and
difficult to design and implement in part because they will be subject to rigorous regulatory requirements. The
clinical trial process is also time-consuming. We estimate that clinical trials
of our proposed products will take at least several years to complete once
initiated. Furthermore, we may encounter problems that could cause us to abandon
or repeat clinical trials, further delaying or preventing the completion of such
trials.

8

---

The results of our clinical trials may not support our
product claims.

Even if our clinical trials are completed as planned, we cannot
be certain that their results will support our product claims. Even if
pre-clinical testing and early clinical trials for a product are successful,
this does not ensure that later clinical trials will be successful, and we
cannot be sure that the results of later clinical trials will replicate the
results of prior clinical trials and pre-clinical testing or meet our
expectations. The clinical trial process may fail to demonstrate that our
products are safe for humans or effective for indicated uses. Any such failure
would likely cause us to abandon the product and may delay development of other
product candidates.

Our products are subject to government regulations and
approvals which may delay or prevent the marketing of potential products and
impose costly procedures upon our activities.

The FDA and comparable agencies in state and local
jurisdictions and in foreign countries impose substantial requirements upon
pre-clinical and clinical testing, manufacturing and marketing of pharmaceutical
and bio-technology products. Lengthy and detailed pre-clinical and clinical
testing, validation of manufacturing and quality control processes, and other
costly and time-consuming procedures are required. Satisfaction of these
requirements typically takes several years and the time needed to satisfy them
may vary substantially, based on the type, complexity, and novelty of the
pharmaceutical product. The effect of government regulation may be to delay or
to prevent marketing of potential products for a considerable period of time and
to impose costly procedures upon our activities. The FDA or any other regulatory
agency may not grant approval on a timely basis, or at all, for any product we
develop. Success in pre-clinical or early stage clinical trials does not assure
success in later stage clinical trials. Data obtained from pre-clinical and
clinical activities are susceptible to varying interpretations that could delay,
limit, or prevent regulatory approval. If regulatory approval of a product is
granted, such approval may impose limitations on the indicated uses for which a
product may be marketed. Further, even after we have obtained regulatory
approval, later discovery of previously unknown problems with a product may
result in restrictions on the product, including withdrawal of the product from
the market. Delay in obtaining or failure to obtain regulatory approvals would
make it difficult or impossible to market our products and would harm our
business.

We may require additional funding, and our future access
to capital is uncertain. Insufficient funds may limit our ability to develop and
commercialize new products, services, and technologies.

Our business can change unpredictably due to a variety of
factors, including competition, regulation, legal proceedings, or other events,
which could impact our funding needs or our cash flow from operations or
increase our required capital expenditures. In addition, our estimates of the
funds necessary to develop and commercialize our MAbs for the early detection of
cancer with specific antibodies and for the creation of highly specific
therapeutics (antibodies and novel drugs) against cancer or other diagnostic
testing products or services may be inaccurate or we may acquire products or
other assets in the future, in each case which could require additional funds.
Furthermore, we may seek additional capital due to favorable market conditions
or strategic considerations even if we believe we have sufficient funds for our
current or future operating plans. We may seek the additional capital through
public or private equity offerings, debt financings, and collaborative and
licensing arrangements. To the extent that we raise additional capital through
the sale of equity or convertible debt securities, your ownership interest may
be diluted and the terms may include liquidation or other preferences or rights
that adversely affect your rights as a stockholder. Debt financing, if
available, may involve agreements that include covenants limiting or restricting
our ability to take specific actions such as incurring additional debt, making
capital expenditures, or declaring dividends. If we raise additional funds
through collaboration and licensing arrangements with third parties, we may have
to relinquish valuable rights to our technologies or products, or grant licenses
on terms that are not favorable to us.

9

---

Adequate funds, whether through the financial markets or from
other sources, may not be available when we need them or on terms acceptable to
us. For example, the United States has recently experienced an economic
recession, the long-term impact of which cannot be predicted. Furthermore, as a
result of the recent volatility in domestic and international capital markets,
the cost and availability of credit has been and may continue to be adversely
affected as compared to its normal function. Concern about the stability of the
markets generally and the strength of counterparties specifically has led many
lenders and institutional investors to reduce, and in some cases, cease to
provide funding to borrowers. Insufficient funds could cause us to delay, scale
back, or choose not to develop and commercialize new products and technologies,
including diagnostic testing products and services.

|ITEM 2. | PROPERTIES
|------- | ----------

Our Principal Executive Offices

Our principal executive offices are located at De Schiervellaan
3/B1, 3500 Hasselt, Belgium. We believe that the condition of our lease property
is satisfactory, suitable, and adequate for our current needs.

|ITEM 3. | LEGAL PROCEEDINGS
|------- | -----------------

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

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

|ITEM 4. | (REMOVED AND RESERVED)
|------- | ----------------------

PART II

|ITEM 5. | MARKET FOR REGISTRANTS COMMON EQUITY,
      RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES
|------- | ------------------------------------------------------------------------------------------------------------------------

Market Information

Our Common Shares are traded on the over-the-counter market and
quoted on the OTCBB under the symbol MBCI. On March 1, 2010, the closing price
for our common shares as reported on the OTCBB was $0.62.

The high and the low bid prices for our common shares are based
on inter-dealer prices, without retail mark-up, markdown, or commission, and may
not represent actual transactions.

The table below sets forth the range of high and low bid
information for our common shares as quoted on the OTCBB for each of the
quarters during the fiscal year ended December 31, 2009 and December 31,
2008:

|For
      the Fiscal Year Ended December 31, 2009
|-------------------------------------------------
|For the Quarter
      ended                      
|March 31 June 30 September 30 December 31        

10

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|For
      the Fiscal Year Ended December 31, 2008
|-------------------------------------------------
|For the Quarter
      ended                      
|March 31 
      June 30 September 30 December 31 

Holders of our Common Shares

As of March 1, 2010, there were nine registered stockholders
holding 60,399,725 common shares issued and outstanding.

Dividends

Since our inception, we have not declared nor paid any cash
dividends on our capital stock and we do not anticipate paying any cash
dividends in the foreseeable future. Our current policy is to retain any
earnings in order to finance our operations. Our Board of Directors will
determine future declarations and payments of dividends, if any, in light of the
then-current conditions it deems relevant and in accordance with applicable
corporate law.

There are no restrictions in our Articles of Incorporation or
Bylaws that prevent us from declaring dividends. The Nevada Revised Statutes,
however, do prohibit us from declaring dividends where, after giving effect to
the distribution of the dividend:

- we would not be able to pay our debts as they become due in the usual
  course of business; or
- our total assets would be less than the sum of our total liabilities plus
  the amount that would be needed to satisfy the rights of stockholders who have
  preferential rights superior to those receiving the distribution.

Securities Authorized for Issuance under Equity Compensation
Plans

Our equity compensation plan administrator is authorized to
grant options to acquire, in aggregate, up to a total of 6,034,800 Common
shares.

Recent Sales of Unregistered Securities

During the fiscal year ended December 31, 2009, except as
included in our Quarterly Reports on Form 10-Q or in our Current Reports on Form
8-K, we have not sold any equity securities not registered under the Securities
Act.

Purchases of Equity Securities by the Issuer and Affiliated
Purchases

During each month within the fourth quarter of the fiscal year
ended December 31, 2009, neither we nor any affiliated purchaser, as that term
is defined in Rule 10b-18(a)(3) under the Exchange Act, repurchased any of our
Common Shares or other securities.

|ITEM 6. | SELECTED FINANCIAL DATA
|------- | -----------------------

Not applicable.

11

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|ITEM 7. | MANAGEMENTS DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------------

The following Managements Discussion and Analysis of Financial
Condition and Results of Operations (MD&A) is intended to help you
understand our historical results of operations during the periods presented and
our financial condition. This MD&A should be read in conjunction with our
consolidated financial statements and the accompanying notes to consolidated
financial statements, and contains forward-looking statements that involve risks
and uncertainties. See section entitled Forward-Looking Statements above.

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. The shares issued to Dr.
Gonenne were described in error in the asset purchase agreement as having been
issued to Dr. Gonenne in consideration for future services that Dr. Gonenne
agreed to provide to us, and this error has been corrected in the April 2, 2009,
amendment.

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.

On October 30, 2008, we established MabCure, N.V., a wholly
owned subsidiary in Belgium. The Belgian subsidiary was established in order to
accelerate the development and commercialization of our 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.

12

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Recent Developments

On September 2, 2009, we entered into a loan agreement to
obtain a bridge loan of $500,000 from a third-party lender. On March 5, 2010, we
entered into a conversion agreement with the lender to convert the loan into of
1,000,000 equity units consisting of common shares and non-transferable share
purchase warrants.

On March 5, 2010, we closed a private placement consisting of
1,000,000 units of our securities at a price of $0.50 per unit, for aggregate
proceeds of $500,000.

Over the next twelve months, we plan to:

- complete our Asian clinical study for the diagnosis of ovarian cancer;
- initiate additional anti-ovarian cancer multi-center clinical studies;
- initiate an anti-prostate cancer diagnosis clinical study;
- initiate the anti-breast cancer program, with the objective of creating
  novel MAbs against this cancer;
- 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; and
- hire an additional scientist for our Belgian subsidiary to assist in
carrying out the tasks described above.

RESULTS OF OPERATIONS

For the years ended December 31, 2009 and December 31,
2008

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

General and administrative expenses were $956,838 for the year
ended December 31, 2009, compared to $532,158 for the year ended December 31,
2008. The increase in general and administrative expenses was due to an increase
in our activity level and expenses related to the grant of certain stock
options. General and administrative expenses primarily consist of salaries and
wages, stock-based compensation, marketing and public relations, and
professional fees.

Salaries and wages were $280,402 for year ended December 31,
2009, compared to $186,140 for the year ended December 31, 2008. The increase in
salaries and wages is due to the fact that our employees were hired in mid-2008
compared to a full year of wages in 2009. Stock-based compensation expense for
the year ended December 31, 2009, amounted to $236,894, compared to $6,410 for
the year ended December 31, 2008. The increase in stock-based compensation
expense was related to the grant of certain stock options to certain Directors
and officers during the year ended December 31, 2009. Marketing and public
relations amounted to $209,487 for the year ended December 31, 2009, compared to
$11,606 for the year ended December 31, 2008. The increase in marketing and
public relations expenses was due to agreements we entered into with third
parties to provide us with investor and public relations services. Professional
fees were $87,878 for the year ended December 31, 2009, compared to $159,572 for
the year ended December 31, 2008. The decrease in professional fees was due to a
decrease in startup activities of the Company.

Research and development expense was $402,657 for the year
ended December 31, 2009, compared to $3,806 for the year ended December 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 year ended December 31, 2009, was
$1,371,938 or $0.02 per share compared to $530,508 or $0.01 per share for the
year ended December 31, 2008. The weighted average number of shares outstanding
was 60,357,211 for the year ended December 31, 2009, compared to
43,097,814 (post forward stock split) for the year ended December 31, 2008.

13

---

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 2009

As of December 31, 2009, our current assets were $278,086 and
our current liabilities were $776,167, resulting in negative working capital of
$498,081.

As of December 31, 2009, our total liabilities were $833,036
compared to total liabilities of $286,475 as of December 31, 2008. The increase
in total liabilities as of December 31, 2009, compared to the year ended
December 31, 2008, was due primarily to the $500,000 bridge loan we obtained in
September 2009, as well as an increase in our general activity.

Stockholders equity as of December 31, 2009 was $18,104,598,
compared to equity of $19,207,453 as of December 31, 2008. The decrease in
stockholders equity is mainly a result of the deficit we accumulated since
inception.

For the year ended December 31, 2009, net cash used in
operating activities was $1,031,001 compared to net cash used in operating
activities of $455,081 for the year ended December 31, 2008. Net cash used in
operating activities for the year ended December 31, 2009, was comprised of a
net loss of $1,371,938 (2008: $530,508), donated services, depreciation and
amortization, and stock-based compensation of $322,749 (2008: $13,464), accounts
receivable of $(21,360) (2008: -$10,574), prepaid expenses and other current
assets of $(15,724) (2008: $20,463), and accounts payable and accrued
liabilities $55,272 (2008: $93,000).

For the year ended December 31, 2009, net cash used in
investing activities was $44,435 compared to net cash used in investing
activities of $170,220 for the year ended December 31, 2008. The decrease in net
cash used in investing activities for the period ended December 31, 2009, was
mainly the result of a decrease in the purchase of equipment.

Net cash flows from financing activities for the year ended
December 31, 2009, was $491,289 compared to net cash flows from financing
activities of $1,444,210 for the year ended December 31, 2008. The decrease in
net cash from financing activities for the period ended December 31, 2009, was
the result of a private placement completed in 2008 with no similar transaction
during 2009.

Contractual Obligations

Our contractual obligations consist mainly of payments related
to capital and operating leases used in the operation of our business as well as
short-term debt. The following table summarizes our contractual obligations as
of December 31, 2009:

|                              |   |         |  |   |                   |  |   |                   |  |   | 2015 and   |  |   |         | 
|----------------------------- | - | ------- |  | - | ----------------- |  | - | ----------------- |  | - | ---------- |  | - | ------- | 
|                              |   | 2010    |  |   | 2011
      & 2012 |  |   | 2013
      & 2014 |  |   | thereafter |  |   | Total   | 
|Operating leases              | $ | 27,089  |  | $ | 19,242            |  | $ | 0                 |  | $ | 0          |  | $ | 46,331  | 
|Capital lease obligations     | $ | 36,272  |  | $ | 50,389            |  | $ | 6,480             |  | $ | 0          |  | $ | 93,141  | 
|Short-term debt               | $ | 558,258 |  | $ | 0                 |  | $ | 0                 |  | $ | 0          |  | $ | 558,258 | 
|Total contractual obligations | $ | 621,619 |  | $ | 69,631            |  | $ | 6,480             |  | $ | 0          |  | $ | 697,730 | 

14

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Recent Private Placements

On September 2, 2009, we entered into a loan agreement to
obtain a bridge loan of $500,000 from a third-party lender for ordinary working
capital needs. The loan was due to mature on September 2, 2010. On March 5,
2010, we entered into a conversion agreement with the lender, pursuant to which
the loan and all accrued interest was converted into equity securities. In full
repayment of the loan and all accrued interest, we issued to the lender
1,000,000 units, with each unit consisting of: (i) one common share; (ii) one
non-transferable share purchase warrant entitling the holder thereof to purchase
one share of common stock until February 16, 2012, at a price per share of
US$0.60; and (iii) one non-transferable common stock purchase warrant entitling
the holder thereof to purchase one share of common stock until February 16,
2012, at a price per share of US$0.70.

On March 5, 2010, we closed a private placement consisting of
1,000,000 units of our securities at a price of $0.50 per unit, for aggregate
proceeds of $500,000. Each unit consists of: (i) one common share; (ii) one
non-transferable share purchase warrant entitling the holder thereof to purchase
one share of common stock for a period of 24 months commencing from the closing
of the private placement agreement, at an exercise price of $0.60 per common
share; and (iii) one non-transferable share purchase warrant entitling the
holder thereof to purchase one share of common stock for a period of 24 months
commencing from the closing of the private placement agreement, at an exercise
price of $0.70 per common share.

Going Concern

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

We expect our current funding will be sufficient only to enable
us to continue our operations as currently planned until approximately the end
of fiscal 2010. We currently estimate that we will require an additional
$2,000,000 to $5,000,000 to fund our operations for the subsequent 12 to 24
month period.

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.

15

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Fair Value of Financial Instruments

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

Basic and Diluted Loss per Share

In accordance with ASC Topic 260, basic loss per common share
is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed 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 December 31, 2009, we had
no stock equivalents that were anti-dilutive and excluded in the diluted loss
per share computation.

Income Taxes

We account for income taxes pursuant to ASC Topic 740. Under
ASC Topic 740, 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

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

We account for equity instruments issued in exchange for the
receipt of goods or services from other than employees in accordance with ASC
Topic 505. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by ASC Topic 505. As of December 31, 2009, we
have adopted a stock option plan and have granted stock options. Refer to Note 1
and Note 6 of the Notes to Consolidated Financial Statements for further
information.

16

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RECENT ACCOUNTING PRONOUNCEMENTS

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

|ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK
|-------- | ----------------------------------------------------------------

Not applicable.

17

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|ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA
|------- | -------------------------------------------------

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)INDEX TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2009, AND 2008

|None                                                                                                                                                      | F-2
|--------------------------------------------------------------------------------------------------------------------------------------------------------- | ---
|                                                                                                                                                          |    
|Financial Statements-                                                                                                                                     |    
|Consolidated
      Balance Sheets as of December 31, 2009, and 2008                                                                                       | F-3
|Consolidated Statements
      of Operations and Comprehensive (Loss) for the Years Ended December 31,
      2009, and 2008, and Cumulative from Inception | F-4
|Consolidated
      Statement of Stockholders Equity for the Period From Inception through
      December 31, 2009                                        | F-5
|Consolidated Statements
      of Cash Flows for the Years Ended December 31, 2009, and 2008, and Cumulative
      from Inception                          | F-6
|Notes to Consolidated
      Financial Statements December 31, 2009, and 2008                                                                              | F-7

F-1

---

None.

F-2

---

|MABCURE INC. AND SUBSIDIARY                                                                                   |  
|------------------------------------------------------------------------------------------------------------- | -
|(A DEVELOPMENT STAGE COMPANY)                                                                                 |  
|CONSOLIDATED BALANCESHEETS                                                                                    |  
|AS OF DECEMBER 31, 2009, AND 2008(NOT AUDITED)                                                                |  
|                                                                                                              |  
|                                                                                                              |  
|ASSETS                                                                                                        |  
|Current Assets:                                                                                               |  
|Cash and cash equivalents                                                                                     | $
|Accounts receivable - other                                                                                   |  
|Prepaid expenses                                                                                              |  
|Total current assets                                                                                          |  
|                                                                                                              |  
|Property and Equipment:                                                                                       |  
|Computer & office equipment                                                                                   |  
|Furniture & fixtures                                                                                          |  
|Laboratory equipment                                                                                          |  
|Vehicles                                                                                                      |  
|Website development costs                                                                                     |  
|                                                                                                              |  
|Less: accumulated depreciation                                                                                |  
|Net property and equipment                                                                                    |  
|                                                                                                              |  
|Intellectual property                                                                                         |  
|Deposits and other                                                                                            |  
|Total Assets                                                                                                  | $
|                                                                                                              |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                          |  
|Current Liabilities:                                                                                          |  
|Accounts payable and accrued liabilities                                                                      | $
|Due to related parties - Directors and
      officers                                                         |  
|Current portion of capital lease obligations                                                                  |  
|Current portion of loans payable                                                                              |  
|Total current liabilities                                                                                     |  
|                                                                                                              |  
|Long-Term Debt, less current portion:                                                                         |  
|Capital lease obligations                                                                                     |  
|Total liabilities                                                                                             |  
|                                                                                                              |  
|Commitments and Contingencies                                                                                 |  
|                                                                                                              |  
|Stockholders' equity                                                                                          |  
|Common stock ($0.001 par value; authorized
      1,500,000,000 shares; outstanding 60,399,725 and 60,348,000) |  
|Additional paid-in capital                                                                                    |  
|Donated capital                                                                                               |  
|Accumulated other comprehensive income (loss)                                                                 |  
|(Deficit) accumulated during the development
      stage                                                      |  
|Total stockholders equity                                                                                    |  
|Total Liabilities and Stockholders' Equity                                                                    | $

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

F-3

---

|MABCUREINC. AND SUBSIDIARY                                                            |  
|------------------------------------------------------------------------------------- | -
|(A DEVELOPMENT STAGECOMPANY)                                                          |  
|CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)                        |  
|FOR THE YEARS ENDED DECEMBER 31, 2009, AND 2008,
      AND                            |  
|CUMULATIVE FROM INCEPTION (MAY 8, 2006)
      THROUGH DECEMBER 31, 2009 (NOT AUDITED) |  
|                                                                                      |  
|                                                                                      |  
|                                                                                      |  
|                                                                                      |  
|                                                                                      |  
|Revenues                                                                              | $
|Expenses:                                                                             |  
|Research and development                                                              |  
|                                                                                      |  
|General and administrative-                                                           |  
|Salaries and wages                                                                    |  
|Professional fees                                                                     |  
|Stock-based compensation                                                              |  
|Marketing and public
      relations                                                  |  
|Management and consulting                                                             |  
|Travel                                                                                |  
|Insurance                                                                             |  
|Office                                                                                |  
|Depreciation and amortization                                                         |  
|Meals and entertainment                                                               |  
|Bank and other charges                                                                |  
|Rent                                                                                  |  
|Employee housing                                                                      |  
|Taxes and licenses                                                                    |  
|Total general and
      administrative                                                |  
|                                                                                      |  
|(Loss) from operations                                                                |  
|Other Income (Expense):                                                               |  
|Interest income                                                                       |  
|Other income                                                                          |  
|Interest expense                                                                      |  
|Total
      other income (expense):                                                   |  
|(Loss) before income taxes                                                            |  
|Provision for income taxes                                                            |  
|Net (loss)                                                                            |  
|Comprehensive (Loss):                                                                 |  
|Foreign currency translation adjustment                                               |  
|Total Comprehensive (Loss)                                                            |  
|Basic and diluted (loss) per share                                                    | $
|Weighted average number of shares outstanding
      - basic and diluted               |  

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

F-4

---

|MABCURE INC. AND
      SUBSIDIARY                                        |  
|------------------------------------------------------------------------ | -
|(A DEVELOPMENT
      STAGECOMPANY)                                       |  
|CONSOLIDATED STATEMENT OF STOCKHOLDERS'
      EQUITY (DEFICIT)           |  
|FOR THEPERIODS FROM INCEPTION (MAY 8,
      2006)                        |  
|THROUGH DECEMBER 31, 2009
      (NOT AUDITED)                            |  
|                                                                         |  
|                                                                         |  
|                                                                         |  
|                                                                         |  
|                                                                         |  
|                                                                         |  
|Balance, May 8, 2006 (Date of
      Inception)                           |  
|Common stock issued for cash at $0.02 per share, December
      20, 2006 |  
|Donated services                                                         |  
|(Loss) for the period                                                    |  
|Balance, December 31, 2006                                               |  
|Donated services                                                         |  
|Forward stock split (20:1)                                               |  
|Returned to treasury                                                     |  
|(Loss) for the period                                                    |  
|Balance, December 31, 2007                                               |  
|Donated services                                                         |  
|Common stock issued for cash                                             |  
|Common stock issued to founder                                           |  
|Common stock issued for purchase                                         |  
|of intellectual property                                                 |  
|Foreign currency translation adjustment                                  |  
|(Loss) for the period                                                    |  
|Balance, December 31, 2008                                               | $
|Common stock issued for cash                                             |  
|Common stock issued for investor relations services                      |  
|Stock-based compensation (options)                                       |  
|Foreign currency translation                                             |  
|adjustment                                                               |  
|(Loss) for the period                                                    |  
|Balance, December 31, 2009                                               | $

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

F-5

---

|MABCUREINC. AND SUBSIDIARY                                                               |  
|---------------------------------------------------------------------------------------- | -
|(A DEVELOPMENT STAGECOMPANY)                                                             |  
|CONSOLIDATED STATEMENTS OF CASH
      FLOWS                                              |  
|FOR THEYEARS ENDED DECEMBER 31, 2009, AND
      2008, AND                                |  
|CUMULATIVEFROM INCEPTION (MAY 8, 2006) THROUGH
      DECEMBER 31, 2009 **(NOT AUDITED)** |  
|                                                                                         |  
|                                                                                         |  
|                                                                                         |  
|Cash flows from operating activities:                                                    |  
|Net (loss)                                                                               | $
|Adjustments to reconcile Net (loss) to net cash used in                                  |  
|operating activities:                                                                    |  
|Depreciation                                                                             |  
|Donated services                                                                         |  
|Stock-based compensation                                                                 |  
|Common stock issued for investor
      relations services                                |  
|Changes in net assets and liabilities:                                                   |  
|Accounts receivable -
      Other                                                        |  
|(Increase) in prepaid expenses and
      other current assets                            |  
|Increase in accounts
      payable and accrued liabilities                               |  
|Net cash (used in) operating activities                                                  |  
|                                                                                         |  
|Cash flows from investing activities:                                                    |  
|Capital expenditures                                                                     |  
|Net cash (used in) investing activities                                                  |  
|                                                                                         |  
|Cash flows from financing activities:                                                    |  
|Proceeds from loan payable                                                               |  
|Payments on loan payable                                                                 |  
|Proceeds from capital lease
      obligations                                            |  
|Payments of principal on capital lease obligations                                       |  
|Proceeds from loans from related
      parties                                           |  
|Payments on loans from related parties                                                   |  
|Issuance of common stock for cash                                                        |  
|Net cash provided by financing activities                                                |  
|                                                                                         |  
|Effects of exchange rate changes on cash and cash
      equivalents                      |  
|                                                                                         |  
|Net increase (decrease) during period                                                    |  
|Cash and cash equivalents at beginning
      of period                                   |  
|Cash and cash equivalents at end of period                                               | $
|                                                                                         |  
|Supplemental disclosure of cash flow information                                         |  
|Cash paid during the period for:                                                         |  
|Interest                                                                                 | $
|Income taxes                                                                             | $

Supplemental Information of Noncash Investing and Financing
Activities:

On July 7, 2008, MabCure issued 25,638,400 shares of common
stock for the purchase of intellectual property valued at $18,485,286. Refer to
Note 2 for further details of this transaction.

On July 7, 2008, MabCure issued 6,409,600 shares of common
stock to one of its founders valued at par, or $6,410, for his being one of the
founders of our cancer therapy and detection business. Refer to Note 2 for
further details of this transaction.

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

F-6

---

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2009, AND 2008

**(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
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, 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, 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

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:

F-7

---

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2009, AND 2008



|Computers and office equipment | 3 years   
|------------------------------ | ----------
|Computer software              | 3 years   
|Furniture and Fixtures         | 5-10 years
|Equipment and tools            | 5 years   
|Vehicles                       | 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 years ended December 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.

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

Foreign Currency
Translation

MabCure accounts for foreign currency translation pursuant to
Accounting Standards Codification ("ASC") Topic 830. The functional currency of
the Companys Belgian subsidiary is the euro. Under ASC Topic 830, all assets
and liabilities are translated into United States dollars using the current
exchange rate at the end of each fiscal period. Revenues and expenses are
translated using the average exchange rates prevailing throughout the respective
periods. Translation adjustments are included in other comprehensive income
(loss) for the period. Certain transactions of the Companys Belgian subsidiary
are denominated in United States dollars. Translation gains or losses related to
such transactions are recognized for each reporting period in the related
interim consolidated statements of operations and comprehensive (loss).

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.

F-8

---

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2009, AND 2008

Website Development Costs

The Company recognizes website development costs in accordance
with ASC Topic 350. As such, the Company expenses all costs incurred that relate
to the planning and post implementation phases of development of its website.
Direct costs incurred in the development phase are capitalized and recognized
over the estimated useful life. Costs associated with repair or maintenance for
the website are included in general and administrative expenses in the
accompanying interim consolidated statements of operations and comprehensive
(loss). As of December 31, 2009, and 2008, the Company had capitalized $3,640
related to website development costs.

Basic and Diluted Loss per
Share

In accordance with ASC Topic 260, basic loss per common share
is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similarly to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. As of December 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 ASC Topic
740. Under ASC Topic 740, deferred tax assets and liabilities are determined
based on temporary differences between the bases of certain assets and
liabilities for income tax and financial reporting purposes. The deferred tax
assets and liabilities are classified according to the consolidated financial
statement classification of the assets and liabilities generating the
differences.

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

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

Stock-based Compensation

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

On August 10, 2009, the Company granted to Directors and
officers 420,000 options to purchase a like number of shares of common stock. In
addition, on December 10, 2009, the Company granted to employees 120,000 options
to purchase a like number of shares of common stock. As of December 31, 2009,
220,000 of such options were fully vested. Fair value was estimated at the date
of grant using the Black-Scholes pricing model, with the following weighted
average assumptions:

F-9

---

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2009, AND 2008

|Risk-free interest
      rate | 1.59%           
|----------------------------- | ----------------
|Expected dividend
      yield | None            
|Expected life                 | 2.84
      years
|Expected
      volatility     | 202.29%         

The weighted-average grant-date fair value of options on
December 31, 2009, was $0.75 per share.

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

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

When options are exercised, the policy of the Company is to
issue previously unissued shares of common stock to satisfy share option
exercises. As of December 31, 2009, the Company had 1,439,600,275 shares of
authorized but unissued common stock.

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

The Company accounts for equity instruments issued in exchange
for the receipt of goods or services from other than employees in accordance
with ASC Topic 505. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments
issued, whichever is more reliably measurable. The value of equity instruments
issued for consideration other than employee services is determined on the
earlier of a performance commitment or completion of performance by the provider
of goods or services as defined by ASC Topic 505.

On September 2, 2009, we entered into a loan agreement to
obtain a bridge loan of $500,000 from a third-party lender for ordinary working
capital needs (See note 4 above). On March 5, 2010, we entered into a conversion
agreement with the lender, pursuant to which the loan and all accrued interest
was converted into equity securities. In full repayment of the loan and all
accrued interest, we issued to the lender 1,000,000 units, with each unit
consisting of: (i) one common share; (ii) one non-transferable share purchase
warrant entitling the holder thereof to purchase one share of common stock until
February 16, 2012, at a price per share of US$0.60; and (iii) one
non-transferable common stock purchase warrant entitling the holder thereof to
purchase one share of common stock until February 16, 2012, at a price per share
of US$0.70.

On March 5, 2010, we closed an offshore private placement
consisting of 1,000,000 units of our securities at a price of $0.50 per unit,
for aggregate proceeds of $500,000. Each unit consists of: (i) one common share;
(ii) one non-transferable share purchase warrant entitling the holder thereof to
purchase one share of common stock for a period of 24 months commencing from the
closing of the private placement agreement, at an exercise price of $0.60 per
common share; and (iii) one non-transferable share purchase warrant entitling
the holder thereof to purchase one share of common stock for a period of 24
months commencing from the closing of the private placement agreement, at an
exercise price of $0.70 per common share.

F-10

---

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2009, AND 2008

Subsequent events

The management of the Company performs a review and evaluation
of subsequent events following the end of each quarterly and annual financial
period. For the year ended December 31, 2009, the review and evaluation of
subsequent events for proper accrual and disclosure was completed through March
15, 2010, which was the date the financial statements were available to be
issued.

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

Reclassification

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

**(2)******Development Stage Activities and Going Concern**

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

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

The accompanying 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 December 31, 2009, and 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.

F-11

---

MABCURE INC. AND SUBSIDIARY(A DEVELOPMENT STAGE
COMPANY)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSDECEMBER
31, 2009, AND 2008

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 ASC Topic 350. 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 by
Indigoleaf and was recorded by the Company as an intangible asset, intellectual
property in the accompanying consolidated balance sheets as of December 31,
2009, and 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 ASC Topic 350, the Company will, on a periodic basis,
re-evaluate the remaining useful life of this intangible asset to determine
whether events and circumstances continue to support an indefinite useful
life.

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

Leases:

Capital Leases

The Company currently has capital lease commitments for
furniture, fixtures, and vehicles. As of December 31, 2009, and 2008, the total
cost of capitalized leases presented in the accompanying consolidated balance
sheets amounted to $93,141, and $123,079, respectively. Amortization of the
capital lease costs for items used in research and development is included in
research and development expenses. Amortization of the capital lease costs for
items not used in research and development is included in depreciation and
amortization expense.

Operating Lease

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 office space for
the years ended December 31, 2009, and 2008, amounted to $15,125 and $6,826,
respectively. Lease expense related to employee housing for the years ended
December 31, 2009, and 2008, was $21,282 and 2008 $11,674, respectively.

F-12

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2009, AND 2008               

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

|                                                      |   | Operating |        |   | Capital |  
|----------------------------------------------------- | - | --------- | ------ | - | ------- | -
|Year                                                  |   | Leases    |        |   | Leases  |  
|1 Year                                                | $ | 27,089    |        | $ | 41,061  |  
|2 Years                                               |   | 19,242    |        |   | 41,060  |  
|3 Years                                               |   | -         |        |   | 13,266  |  
|4 Years                                               |   | -         |        |   | 6,480   |  
|5 Years and over                                      |   | -         |        |   | -       |  
|Total                                                 | $ | 46,331    |        |   | 101,867 |  
|                                                      |   |           |        |   |         |  
|Less - Amount representing interest                   |   |           |        |   | (8,726  | )
|Present value of net minimum
      lease payments     |   |           | 93,141 |  
|Less - Current portion                                |   |           |        |   | (36,272 | )
|Capital lease obligations, less
      current portion |   | $         | 56,869 |  

Loan Payable

On September 2, 2009, the Company entered into a loan agreement
to obtain a bridge loan of $500,000 from a third-party lender. The loan amount
bears interest at a rate of six percent per annum, is unsecured, and matures on
September 2, 2010. The accrued interest will be payable on the repayment of the
loan. The loan amount will be used for ordinary working capital needs. As of
December 31, 2009, the amount due was $500,000.

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

**(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 section of the consolidated balance
sheets.

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

**(6)******Common Stock**

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

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

F-13

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2009, AND 2008               

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 was 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.

On October 28, 2009, the Company issued 51,725 shares of common
stock to a third party provider of investor relations services pursuant to a
consulting agreement dated August 7, 2009. The value of the transaction was
$45,001.

Stock options

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

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

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

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

In December 2009, the Company granted an option to purchase
120,000 shares of its common stock at an exercise price of $0.65 per share to
certain employees of the Company.

F-14

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2009, AND 2008               

The following table summarizes stock option activity for the
Company during the year ended December 31, 2009:

|                                            |  |         |  |   | Weighted       |  |  | Weighted Average |  |   |                 | 
|------------------------------------------- |  | ------- |  | - | -------------- |  |  | ---------------- |  | - | --------------- | 
|                                            |  | Options |  |   | Average        |  |  | Remaining        |  |   | Aggregate       | 
|                                            |  |         |  |   | Exercise Price |  |  | Contractual Term |  |   | Intrinsic Value | 
|Outstanding December 31, 2008               |  | None    |  |   |                |  |  |                  |  |   |                 | 
|Granted                                     |  | 540,000 |  | $ | 0.82           |  |  |                  |  |   |                 | 
|Exercised                                   |  | -       |  |   | -              |  |  |                  |  |   |                 | 
|Forfeited or expired                        |  | -       |  |   | -              |  |  |                  |  |   |                 | 
|Outstanding December 31, 2009               |  | 540,000 |  | $ | 0.82           |  |  | 4.68             |  | $ | 0               | 
|Vested and Exercisable at December 31, 2009 |  | 220,000 |  | $ | 0.83           |  |  | 4.67             |  | $ | 0               | 

As of December 31, 2009, the total unrecognized compensation
cost related to stock options amounted to $167,548, which will be recognized
over the remaining requisite service period through August 2011.

**(7)******Income Taxes**

The components of income (loss) before income taxes consisted
of the following:

|                                                      |   | 2009       |   |   | 2008     |  
|----------------------------------------------------- | - | ---------- | - | - | -------- | -
|                                                      |   |            |   |   |          |  
|Income (loss) subject to U.S. income taxes
      only | $ | (889,064   | ) | $ | (479,423 | )
|Income (loss) subject to foreign income taxes only    |   | (482,874   | ) |   | (51,085  | )
|                                                      | $ | (1,371,938 | ) | $ | (530,508 | )

The Company is subject to U.S. federal income taxes. The
Companys subsidiary incorporated in Belgium is subject to Belgian income tax.
According to Belgian tax law, there is no difference between taxable income and
pretax income. The provision for income taxes for the years ended December 31,
2009, and 2008, were as follows (using a 34.0 percent effective Federal income
tax rate and 33.99 percent standard Belgian income tax):

|                              |   | 2009     |   |   | 2008     |  
|----------------------------- | - | -------- | - | - | -------- | -
|                              |   |          |   |   |          |  
|Current Tax Provision:        |   |          |   |   |          |  
|Federal                       | $ | -        |   | $ | -        |  
|Belgium                       |   | -        |   |   | -        |  
|Total current tax provision   | $ | -        |   | $ | -        |  
|                              |   |          |   |   |          |  
|Deferred Tax Provision:       |   |          |   |   |          |  
|Federal                       | $ | 302,282  |   | $ | 163,004  |  
|Belgium                       |   | 164,129  |   |   | 17,364   |  
|Change in valuation allowance |   | (466,411 | ) |   | (180,368 | )
|Total deferred tax provision  | $ | -        |   | $ | -        |  

F-15

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2009, AND 2008               

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

|                              |   | 2009     |   |   | 2008     |  
|----------------------------- | - | -------- | - | - | -------- | -
|Loss carryforwards            |   | 684,274  |   | $ | 217,863  |  
|Less - Valuation allowance    |   | (684,274 | ) |   | (217,863 | )
|                              |   |          |   |   |          |  
|Total net deferred tax assets | $ | -        |   | $ | -        |  

As of December 31, 2009 and 2008, the Company had net operating
loss carryforwards for income tax reporting purposes of approximately $2,012,711
and $640,773, respectively, which may be offset against future taxable income.
The domestic net operating loss carryforwards start to expire in the year 2027.
The Belgian net operating loss carryforwards start to expire in the year 2013.
Belgian tax laws limit the amount of loss available to be offset against future
taxable income when there is a change in the control of the Company, not
justified by financial or economic reasons. Therefore, the amount available to
offset future taxable income may be limited.

The Company has recorded a valuation allowance against all of
its U.S. federal and state deferred tax assets at December 31, 2009, and 2008.
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 December 31, 2009, and 2008, the Company owed to
Directors and officers of the Company a total of $29,365 and $8,138,
respectively, 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 December 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 term of the agreement was 18 months, during which the Company undertook to
pay to the third party $13,500 monthly for services provided. Also, as part of
the agreement, the Company undertook to 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. The Company terminated the agreement on December
31, 2009 and the warrant exercise period has expired with no warrants having
been exercised.

On August 7, 2009, the Company entered into an agreement with a
third party to provide investor relations services to the Company. The agreement
term was six months, during which the Company undertook to pay the third party
$7,500 monthly for services provided, plus a retainer fee of $15,000. In
addition, at the commencement of the agreement, the Company undertook to deliver
51,725 unregistered and restricted shares of the common stock of the Company.
This agreement was terminated as of February 7, 2010.

F-16

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2009, AND 2008               

**(10)******Recent Accounting Pronouncements**

In March 2008, the FASB issued FASB Statement No. 161 (ASC
Topic 815), Disclosures about Derivative Instruments and Hedging Activities
 an amendment of FASB Statement 133(SFAS No. 161). SFAS No. 161 (ASC
Topic 815) enhances required disclosures regarding derivatives and hedging
activities, including enhanced disclosures regarding how: (a) an entity uses
derivative instruments; (b) derivative instruments and related hedged items are
accounted for under FASB Statement No. 133, Accounting for Derivative
Instruments and Hedging Activities; and (c) derivative instruments and
related hedged items affect an entitys financial position, financial
performance, and cash flows. Specifically, SFAS No. 161 (ASC Topic 815)
requires:

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

SFAS No. 161 (ASC Topic 815) is effective for fiscal years and
interim periods beginning after November 15, 2008. Earlier application is
encouraged. The management of MabCure does not believe the adoption of this
pronouncement to have a material impact on its consolidated financial
statements.

In May 2008, the FASB issued FASB Statement No. 162 (ASC Topic
105), The Hierarchy of Generally Accepted Accounting Principles (SFAS
No. 162). SFAS No. 162 (ASC Topic 105) 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 (ASC Topic 105) is effective 60 days following the
SECs approval of the Public Company Accounting Oversight Board amendment to its
authoritative literature. It is only effective for nongovernmental entities;
therefore, the GAAP hierarchy will remain in SAS 69 for state and local
governmental entities and federal governmental entities. The management of
MabCure does not believe the adoption of this pronouncement to have a material
impact on its consolidated financial statements.

F-17

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2009, AND 2008               

On May 26, 2008, the FASB issued FASB Statement No. 163 (ASC
Topic 944), Accounting for Financial Guarantee Insurance Contracts
(SFAS No. 163). SFAS No. 163 (ASC Topic 944) 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 (ASC
Topic 944) are intended to improve the comparability and quality of information
provided to users of financial statements by creating consistency. Diversity
exists in practice in accounting for financial guarantee insurance contracts by
insurance enterprises under SFAS No. 60. That diversity results in
inconsistencies in the recognition and measurement of claim liabilities because
of differing views about when a loss has been incurred under FASB Statement No.
5, Accounting for Contingencies. SFAS No. 163 (ASC Topic 944) 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 (ASC Topic 944) is effective for financial
statements issued for fiscal years beginning after December 15, 2008, and all
interim periods within those fiscal years, except for disclosures about the
insurance enterprises risk-management activities. Disclosures about the
insurance enterprises risk-management activities are effective the first period
beginning after issuance of SFAS No. 163. Except for those disclosures, earlier
application is not permitted. The management of MabCure does not expect the
adoption of this pronouncement to have material impact on its consolidated
financial statements.

On May 22, 2009, the FASB issued FASB Statement No. 164 (ASC
Topic 958), Not-for-Profit Entities: Mergers and Acquisitions (SFAS
No. 164). SFAS No. 164 (ASC Topic 958) is intended to improve the relevance,
representational faithfulness, and comparability of the information that a
not-for-profit entity provides in its financial reports about a combination with
one or more other not-for-profit entities, businesses, or nonprofit activities.
To accomplish that, this Statement establishes principles and requirements for
how a not-for-profit entity:

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

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

SFAS No. 164 (ASC Topic 958) is effective for mergers occurring
on or after December 15, 2009, and acquisitions for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on
or after December 15, 2009. Early application is prohibited. The management of
the Company does not expect the adoption of this pronouncement to have material
impact on its financial statements.

On May 28, 2009, the FASB issued FASB Statement No. 165 (ASC
Topic 855), Subsequent Events (SFAS No. 165). SFAS No. 165 (ASC Topic
855) establishes general standards of accounting for and disclosure of events
that occur after the balance sheet date but before financial statements are
issued or are available to be issued. Specifically, SFAS No. 165 (ASC Topic 855)
provides:

F-18

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2009, AND 2008               

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

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

On June 9, 2009, the FASB issued FASB Statement No. 166 (ASC
Topic 860), Accounting for Transfers of Financial Assets- an amendment of
FASB Statement No. 140 (SFAS No. 166). SFAS No. 166 (ASC Topic 860)
revises the derecognization provision of SFAS No. 140 Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities and will require entities to provide more information about
sales of securitized financial assets and similar transactions, particularly if
the seller retains some risk with respect to the assets. It also eliminates the
concept of a "qualifying special-purpose entity."

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

In June 2009, the FASB issued FASB Statement 167 (ASC Topic
810) "Amendments to FASB Interpretation No. 46(R)." SFAS No. 167 (ASC
Topic 810) amends certain requirements of FASB Interpretation No. 46(R),
Consolidation of Variable Interest Entities to improve financial
reporting by companies involved with variable interest entities and to provide
additional disclosures about the involvement with variable interest entities and
any significant changes in risk exposure due to that involvement. A reporting
entity will be required to disclose how its involvement with a variable interest
entity affects the reporting entity's financial statements.

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

In June 2009, the FASB issued FASB Statement 168 (ASC Topic
105), "The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles - a replacement of FASB Statement No.
162" ("SFAS No. 168"). SFAS No. 168 (ASC Topic 105) establishes the FASB
Accounting Standards Codification (the "Codification") to become the single
official source of authoritative, nongovernmental US generally accepted
accounting principles (GAAP). The Codification did not change GAAP but
reorganizes the literature.

SFAS No. 168 (ASC Topic 105) is effective for interim and
annual periods ending after September 15, 2009. The management of the Company
does not expect the adoption of this pronouncement to have a material impact on
its financial statements.

**(11)******Subsequent Events**

On September 2, 2009, the Company entered into a loan agreement to
obtain a bridge loan of $500,000 from a third-party lender for ordinary working
capital needs (See note 4 above). On March 5, 2010, the Company entered into a conversion
agreement with the lender, pursuant to which the loan and all accrued interest
was converted into equity securities. In full repayment of the loan and all
accrued interest, the Company issued to the lender 1,000,000 units, with each unit
consisting of: (i) one common share; (ii) one non-transferable share purchase
warrant entitling the holder thereof to purchase one share of common stock until
February 16, 2012, at a price per share of US$0.60; and (iii)
one non-transferable common stock purchase warrant entitling the holder thereof
to purchase one share of common stock until February 16, 2012, at a price per
share of US$0.70.

F-19

---

|MABCURE INC. AND SUBSIDIARY               
|------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)             
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|DECEMBER 31, 2009, AND 2008               

On March 5, 2010, the Company closed an offshore private placement
consisting of 1,000,000 units of  securities at a price of $0.50 per unit,
for aggregate proceeds of $500,000. Each unit consists of: (i) one common share;
(ii) one non-transferable share purchase warrant entitling the holder thereof to
purchase one share of common stock for a period of 24 months commencing from the
closing of the private placement agreement, at an exercise price of $0.60 per
common share; and (iii) one non-transferable share purchase warrant entitling
the holder thereof to purchase one share of common stock for a period of 24
months commencing from the closing of the private placement agreement, at an
exercise price of $0.70 per common share

F-20

---

|**ITEM 9.** | CHANGES IN AND DISAGREEMENTS WITH
      ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|----------- | ------------------------------------------------------------------------------------------

None.

|ITEM 9A. | CONTROLS AND PROCEDURES
|-------- | -----------------------

(a) Disclosure Controls and Procedures

Disclosure controls and procedures are the controls and other
procedures that are designed to provide reasonable assurance that information
required to be disclosed by the issuer in the reports that it files or submits
under the Securities Exchange Act of 1934, as amended (the Exchange Act) is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commissions rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuers management, including the principal executive and principal
financial officer, or persons performing similar functions, as appropriate, to
allow timely decisions regarding required disclosure. Any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives.

We have carried out an evaluation, under the supervision and
with the participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of our disclosure controls and procedures, as
defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of
the fiscal year covered by this Annual Report.

Based on that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that the Companys disclosure controls and
procedures were effective as of the end of the fiscal year covered by this
Annual Report on Form 10-K.

(b) Managements Annual Report on Internal Control over
Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as defined in Securities
Exchange Act Rule 13a-15(f). Internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and preparation of financial statements for external purposes in
accordance with U.S. GAAP.

Under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, we conducted an assessment of the
design and effectiveness of our internal control over financial reporting as of
the fiscal year covered by this Report based on the framework issued by the
Committee of Sponsoring Organizations (COSO) of the Treadway Commission in
Internal ControlIntegrated Framework.

Based on this assessment, management concluded that, as of
December 31, 2009, the Companys internal control over financial reporting was
effective.

This Annual Report does not include an attestation report of
our Companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by the
Companys registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only managements report in this Annual
Report.

(c) Change in Internal Control over Financial
Reporting

There were no significant changes to our internal control over
financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during our fourth fiscal quarter, that could materially affect, or
are reasonably likely to materially affect, our internal control over financial
reporting.

19

---

|ITEM 9B. | OTHER INFORMATION
|-------- | -----------------

None.

20

---

PART III

|ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
|-------- | ------------------------------------------------------------

Directors, Executive Officers, Promoters and Control
Persons

The following individuals serve as the Directors and executive
officers of our Company. All Directors of our Company hold office until the next
annual meeting of our shareholders or until their successors have been elected
and qualified. The executive officers of our Company are appointed by our Board
of Directors and hold office until their death, resignation, or removal from
office:

|Name               | Age | Position Held with our Company                              | Date First Elected or Appointed
|------------------ | --- | ----------------------------------------------------------- | -------------------------------
|Dr. Amnon Gonenne  | 66  | President, Chief Executive Officer and Director             | July 7, 2008                   
|Itshak Zivan       | 57  | Director                                                    | July
      7, 2008             
|Dr. David S. Frank | 64  | Director                                                    | April 26, 2009                 
|Dr. Elisha Orr     | 66  | Executive Vice-President and Chief Scientific
      Officer | July 7, 2008                   
|Ron Kalfus         | 35  | Chief
      Financial Officer                               | November 7, 2008               

Business Experience

The following is a brief account of the education and business
experience during at least the past five years of each Director, executive
officer, and key employee of our Company, indicating the person's principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.

Dr. Amnon Gonenne, President, Chief Executive Officer, and
Director

Dr. Gonenne has more than twenty years experience in the
biotechnology field. He has held a number of top executive positions including
positions in regulatory affairs, supervision of international clinical trials,
serving as Vice-President of Corporate Development for Biotechnology General
Corp. in New York and serving as Chief Executive Officer of Immunotherapy Inc.
in New York. He has played a significant role in the successful registration and
licensing of several genetically engineered products in the United States,
Israel, and Japan. Between the years 2000 and 2002, he served as Chief Executive
Officer of a venture capital fund, Elscint Biomedical Investment (Israel), which
made major investments in Gamida Cell Ltd. (Israel), a leading stem cell
company. Since 2002, and prior to joining MabCure, Dr. Gonenne worked as an
independent bio-tech consultant for start-up companies.

Dr. Gonenne received his Doctorate degree in Biochemistry and
Biophysics from Syracuse University and completed his post-doctorate training at
the University of California, San Diego Medical School.

The Board has concluded that Dr. Gonenne should serve as
director of the Company because of his experience as one of the founders of the
Companys cancer therapy and detection business, his experience as the Companys
Chief Executive Officer, and his more than twenty years experience in the
biotechnology field.

21

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Itshak Zivan, Director

Mr. Zivan is the founder, Director and former Chief Executive
Officer of Zivtex Ltd. (UK), a position he held from 1992 to 2007. He is a
computer engineer with more than twenty years experience in business development
and management. He has served as Deputy Managing Director of Pex Ltd. (UK) and
member of the Board and managing director of Delta Textiles (Israel).

Mr. Zivan received his Bachelors of Science - Engineering
degree in computer science from the Israel Institute of Technology
(Technion).

The Board has concluded that Mr. Zivan should serve as director
of the Company because of his extensive analytical and financial skills, as well
as his more than twenty years experience in business development and
management.

Dr. David S. Frank, Director

Dr. Frank is the Managing Director of MEDx Associates, a
consulting company in the field of diagnostics. He also serves as the Chairman
of the Board of Nehora Photonics Ltd., a medical device company located in
Israel. From 2007-2008, Dr. Frank served as a faculty member at the LAHAV-Tel
Aviv University Graduate School of Business, where he taught Health Care
Technology courses for bioscience entrepreneurs. From 1995-2007, Dr. Frank was
the executive director of business development at Ortho-Clinical Diagnostics, a
Johnson & Johnson company.

Dr. Frank received his Doctorate degree in Biochemistry from
Cornell University.

The Board has concluded that Dr. Frank should serve as director
of the Company because of his rich background in working for clinical
diagnostics companies, his extensive knowledge of the bio-technology industry,
and his experience in bio-technology business development.

Dr. Elisha Orr, Executive Vice-President, and Chief
Scientific Officer

Dr. Orr is the developer of the MabCure technology and our
novel MAbs. He has been serving as a senior research scientist at the University
of Leicester, Department of Genetics, for the past thirty years. He has received
awards from several institutions, among them the Wellcome Trust Personal Chair
award for five years in 1987, the Royal Society (UK) award for a visiting
professorship in Israel in 1994, a European Union award for a visiting
professorship in Israel in 1998 and several long and short-term awards from the
European Molecular Biology Organization (EMBO). Dr. Orr has been a visiting
professor at Tel Aviv University since 2006.

Among his scientific accomplishments is the discovery,
characterization and cloning of a number of enzymes, proteins and genes (e.g.
bacterial DNA gyrase, yeast non-muscle heavy chain myosin and bacterial genes)
involved in the production of antibiotics.

Dr. Orr received his Doctorate degree in Microbiology &
Molecular Biology from Hadassah Medical School, Jerusalem. He completed his
post-doctorate training at the Department of Genetics, Medical School, at the
University of Leicester, in the United Kingdom.

Ron Kalfus, Chief Financial Officer

Prior to joining MabCure, Mr. Kalfus held various positions
with Toys "R" Us, Inc. from 2003 to 2007, being responsible the companys
financial reporting to the Securities and Exchange Commission and being
responsible for the Toys "R" Us divisions annual budget. Prior to joining Toys
"R" Us, Inc., Mr. Kalfus worked as an auditor for two large public accounting
firms, specializing in audits of medium-sized enterprises as well as public
companies.

22

---

Mr. Kalfus is a Certified Public Accountant, holds an MSc in
Accounting from Fairleigh Dickinson University, and a BBA in Finance from the
University of Georgia.

Board Leadership Structure

The Company has chosen to combine the principal executive
officer and Board chairman positions. The Company believes that this Board
leadership structure is the most appropriate for the Company for the following
reasons. First, the Company is a development stage company and at this early
stage, it is more efficient to have the leadership of the Board in the same
hands as the principal executive officer of the Company. The challenges faced by
the Company at this stage obtaining financing and performing research and
development activities  are most efficiently dealt with by having one person
intimately familiar with both the operational aspects as well as the strategic
aspects of the Companys business. Second, Dr. Gonenne is uniquely suited to
fulfill both positions of responsibility because he possesses both the strategic
vision as well as the hands-on management experience that the Company needs to
execute its business plan.

Family Relationships

There are no family relationships among our Directors or
executive officers.

Involvement in Certain Legal Proceedings

None of our Directors, executive officers, promoters or control
persons has been involved in any of the following events during the past ten
years:

- any bankruptcy petition filed by or against any business of which such
  person was a general partner or executive officer either at the time of the
  bankruptcy or within two years prior to that time;
- any conviction in a criminal proceeding or being subject to a pending
  criminal proceeding (excluding traffic violations and other minor offences);
- being subject to any order, judgment, or decree, not subsequently reversed,
  suspended or vacated, of any court of competent jurisdiction, permanently or
  temporarily enjoining, barring, suspending or otherwise limiting his
  involvement in any type of business, securities or banking activities; or
- being found by a court of competent jurisdiction (in a civil action), the
  Securities and Exchange Commission or the Commodity Futures Trading Commission
  to have violated a federal or state securities or commodities law, and the
  judgment has not been reversed, suspended, or vacated.

Committees of the Board of Directors

At present, we do not have any committees of the Board of
Directors.

Code of Ethics

At present, we have not adopted a Code of Ethics applicable to
our principal executive, financial and accounting officers; however, we plan to
implement such a Code in the near future.

Compliance with Section 16(a) of the Securities Exchange
Act

Section 16(a) of the Exchange Act requires our Directors,
executive officers and persons who own more than 10 percent of a registered
class of our equity securities to file with the SEC initial statements of
beneficial ownership, reports of changes in ownership and annual reports
concerning their ownership of our Common Shares and other equity securities,
on Forms 3, 4 and 5 respectively. Directors, executive officers
and persons who own more than 10 percent of a registered class of our equity
securities are required by the SEC regulations to furnish us with copies of all
Section 16(a) reports they file.

23

---

Based solely on our review of the copies of such forms received
by us, or written representations from certain reporting persons, we believe
that all filing requirements applicable to our Directors, executive officers,
and persons who own more than 10 percent of a registered class of our equity
securities were complied with.

Audit Committee

We do not presently have a separately constituted audit
committee or any other committees of our Board of Directors. Nor do we have an
audit committee financial expert. As such, our entire Board of Directors acts
as our audit committee.

Boards Role in Risk Oversight

The Board assesses on an ongoing basis the risks faced by the
Company. These risks include financial, technological, competitive, and
operational risks. The Board dedicates time at each of its meetings to review
and consider the relevant risks faced by the Company at that time. In addition,
since the Company does not have an Audit Committee, the entire Board is also
responsible for the assessment and oversight of the Companys financial risk
exposures.



|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

- our Chief Executive Officer (Principal Executive Officer);
- our Chief Financial Officer (Principal Financial Officer);
- each of our three most highly compensated executive officers, other than
  the Principal Executive Officer and the Principal Financial Officer, who were
  serving as executive officers at the end of the fiscal year ended December 31,
  2009; and
- up to two additional individuals for whom disclosure would have been
  provided under the item above but for the fact that the individual was not
  serving as our executive officer at the end of the fiscal year ended December
  31, 2009;(Collectively, the Named Executive Officers):

|SUMMARY COMPENSATION
      TABLE
|--------------------------------
|Name                            
|Dr. Amnon Gonenne(1)            
|Ron Kalfus(2)                   
|Dr. Elisha Orr(3)               

24

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Notes:

|(1) | Dr. Gonenne has been our President, Chief Executive
      Officer (Principal Executive Officer), and a Director since July 7,
      2008.                                                                                                                                            
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                      
|(2) | Mr. Kalfus has been our Chief Financial Officer
      (Principal Financial Officer) since November 7, 2008.                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                      
|(3) | Dr. Orr has been our Chief Scientific Officer since July
      7, 2008.                                                                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                      
|(4) | Dr. Gonenne received founders shares valued at $6,410
      pursuant to the January 10, 2008 asset purchase agreement. Please see Item
      12 entitled, Security Ownership of Certain Beneficial Owners and
      Management below.                                              
|    |                                                                                                                                                                                                                                                                                      
|(5) | Indigoleaf Associates Ltd., a company wholly owned by Dr.
      Orr, received stock valued at $18,485,286 pursuant to the January 10, 2008
      asset purchase agreement. Please see Item 12 entitled, Security Ownership
      of Certain Beneficial Owners and Management below.
|    |                                                                                                                                                                                                                                                                                      
|(6) | Mr. Kalfus granted 180,000 options to purchase a like
      number of shares of common stock.                                                                                                                                                                                        

Stock option grants

The following table sets forth information as of December 31,
2009 concerning unexercised options, unvested stock and equity incentive plan
awards for the executive officers named in the Summary Compensation Table.

|Name       | Number of Securities 
      Underlying
      Unexercised Options (#) Exercisable | Number of Securities 
      Underlying
      Unexercised Options (#) Unexercisable | Equity Incentive Plan 
      Awards: Number of
      Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price 
      ($) | Option Expiration 
      Date
|---------- | -------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | -------------------------------- | -----------------------------
|Ron Kalfus | 60,000                                                                           | 120,000                                                                            | 0                                                                                                           | $0.87                            | August 10, 2014              

Employment Contracts and Termination of Employment
Agreements

As of July 7, 2008, we entered into an employment agreement
with Dr. Amnon Gonenne, pursuant to which Dr. Gonenne serves as our President
and Chief Executive Officer. In consideration for his services, we pay him a
salary calculated as 120 percent of that paid to Dr. Orr, plus such benefits and
bonuses as are set out in his employment agreement. The term of the agreement is
for an indefinite period and may be terminated with or without cause, according
to the terms of the agreement.

As of July 7, 2008, we entered into an employment agreement
with Dr. Elisha Orr, pursuant to which Dr. Orr serves as our Executive
Vice-President and Chief Scientific Officer. Dr. Orr was employed by MabCure
until December 31, 2008, at which time the employment agreement was terminated
and he was retained as a consultant by our Belgian subsidiary pursuant to a
management services agreement. In consideration for his management services, we
pay him a net annual consultancy fee of $90,951, plus reasonable and justified
out-of-pocket expenses. The term of the agreement is for an indefinite period
and may be terminated with or without cause, according to the terms of the
agreement.

As of November 7, 2008, we entered into an employment agreement
with Mr. Ron Kalfus, pursuant to which Mr. Kalfus serves as our Chief Financial
Officer. In consideration for his services, we pay him an annual salary of
$96,000, plus such benefits as are set out in his employment agreement. The term
of the agreement is for an indefinite period and may be terminated with or
without cause, according to the terms of the agreement.

There are currently no arrangements or plans in which we
provide pension, retirement or similar benefits for our Directors and officers;
however our Board of Directors may approve any such plan at any time in their
discretion, in which case Dr. Gonenne, Dr. Orr, and Mr. Kalfus will participate
in such plans. We currently do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be paid to our
Directors or officers, except that we have agreed that each of Dr. Orr and Dr. Gonenne are
eligible to receive an annual discretionary bonus and that stock options may be
granted at the discretion of our Board in the future.

25

---

We have no plans or arrangements in respect of remuneration
received or that may be received by the officers to compensate such officers in
the event of termination of employment (as a result of resignation, retirement,
change of control) or a change of responsibilities following a change of
control, with the exception of a severance payment of one months salary for
every full year of service. The Company has also undertaken to grant stock
options to its employees, and the options to be granted will vest in the event
of a change in control of the Company.

Director Compensation

Our Board of Directors has adopted that each Director of the
Company receive: (i) a $4,000 annual payment for services rendered as a
Director; (ii) an additional $8,000 annual payment for serving on one or more
committees of the Board; and (iii) reimbursement for any reasonable expenses
incurred in the performance of the duties and functions of a Director. During
2009 and 2008, we paid $2,000 and $4,187, respectively, to Directors of the
Company and owe an additional $6,333 and $1,333, respectively, for the services
of our Directors during 2009 and 2008.

|DIRECTOR COMPENSATION TABLE FOR FISCAL
      2009
|-------------------------------------------------
|Name                                             
|Dr. Amnon Gonenne                                
|Itshak Zivan                                     
|Dr. David S. Frank                               

|(1) | Mr. Zivan granted 120,000 options to purchase a like
      number of shares of common stock.
|--- | --------------------------------------------------------------------------------------------
|(2) | Dr. Frank granted 120,000 options to purchase a like
      number of shares of common stock.

|ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
      OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|-------- | ----------------------------------------------------------------------------------------------------

Beneficial Ownership of Holdings

The following table sets forth, as of December 31, 2009,
certain information with respect to the beneficial ownership of our common stock
by each stockholder known by us to be the beneficial owner of more than 5
percent of our common stock, as well as by each of our current Directors and
executive officers as a group. Each person has sole voting and investment power
with respect to the shares of common stock, except as otherwise indicated.
Beneficial ownership consists of a direct interest in the shares of common
stock, except as otherwise indicated.

26

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|Name and Address of Beneficial Owner                                                                                             | Title of Class | Amount and Nature of Beneficial
      Ownership(1) | Percentage of Class(2)
|-------------------------------------------------------------------------------------------------------------------------------- | -------------- | -------------------------------------------------- | ----------------------
|Indigoleaf Associates Ltd.(3)
      Unit 6
       The Court Yard Gaulby Lane, Stoughton Leicester, United Kingdom
      LE2 2FL | Common Stock   | 25,638,400(4)                                      | 42.45%                
|Dr. Amnon Gonenne(5)Unit 6 
      The Court Yard Gaulby Lane, Stoughton Leicester, United Kingdom
      LE2 2FL                 | Common Stock   | 6,409,600(6)                                       | 10.61%                
|Ron
      Kalfus(7)                                                                                                              | N/A            | 0                                                  | 0.00%                 
|Directors and Executive Officers as a Group                                                                                      | Common Stock   | 32,048,000                                         | 53.06%                

Notes:

| | (1) | Except as otherwise indicated, we believe that the
      beneficial owners of the common stock listed above, based on information
      furnished by such owners, have sole investment and voting power with
      respect to such shares, subject to community property laws where
      applicable. Beneficial ownership is determined in accordance with the
      rules of the Securities and Exchange Commission and generally includes
      voting or investment power with respect to securities. Shares of common
      stock subject to options or warrants currently exercisable, or exercisable
      within 60 days, are deemed outstanding for purposes of computing the
      percentage ownership of the person holding such option or warrants, but
      are not deemed outstanding for purposes of computing the percentage
      ownership of any other person.                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (2) | Based on 60,399,725 shares of common stock issued and
      outstanding as of December 31, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (3) | Dr. Elisha Orr, our Chief Scientific Officer, is the sole
      shareholder of Indigoleaf Associates Ltd.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (4) | We issued 25,638,400 restricted Common Shares to
      Indigoleaf Associates Ltd. pursuant to the asset purchase agreement dated
      January 10, 2008, subject to escrow and other conditions. All of these
      shares will be held in escrow for a period of two years from the date of
      July 7, 2008, and may not be sold, pledged or optioned during this time.
      At the end of the two-year period, 30 percent of the shares may be
      released to Indigoleaf without our prior consent. However, 70 percent of
      Indigoleaf's shares must be held in escrow for an additional year to
      secure against its intellectual property representations under the asset
      purchase agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (5) | Dr. Gonenne is our President, Chief Executive Officer,
      and a Director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (6) | We issued 6,409,600 restricted Common Shares to Dr.
      Gonenne pursuant to an asset purchase agreement dated July 7, 2008, as
      amended on April 2, 2009, of which 4,807,200 shares are subject to a
      lapsing repurchase right and other conditions. All of the shares will be
      held in escrow for a period of two years from the date of July 7, 2008,
      and may not be sold, pledged or optioned during this period. The asset
      purchase agreement, as amended, and the escrow agreement with Dr. Gonenne
      further provide that in the event Dr. Gonennes employment agreement with
      us is terminated we have the right to repurchase, for par value, up to 75
      percent of the shares issued to Dr. Gonenne, equivalent to 4,807,200
      Common Shares, with such right lapsing in connection to 1,602,400 shares
      of Common Shares every six months, starting July 7, 2008. All of the
      shares of Dr. Gonenne held in escrow 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. At the end
      of the two years, all of Dr. Gonenne's shares then in escrow shall be
      released to Dr. Gonenne.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (7) | Mr. Kalfus is our Chief Financial
  Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

Changes in Control

We are unaware of any contract or other arrangement the
operation of which may at a subsequent date result in a change of control of our
Company.

27

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Equity Compensation Plan Information

|Plan category                                                    | Number of securities to be
      issued upon exercise of outstanding options,
      warrants and rights (a) | Weighted-average exercise price of
      outstanding options, warrants and rights
      (b) | Number of securities remaining
      available for future issuance under equity
      compensation plans (excluding securities reflected
      in column (a)) (c)
|---------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------
|Equity compensation plans approved by security holders           | 540,000                                                                                                     | 0.75                                                                                        | 5,494,800                                                                                                                                                        
|Equity compensation plans not approved by security
      holders | 0                                                                                                           | 0                                                                                           | 0                                                                                                                                                                
|Total                                                            | 540,000                                                                                                     | 0.75                                                                                        | 5,494,800                                                                                                                                                        

|ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED
      TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
|-------- | --------------------------------------------------------------------------------

Since the beginning of the fiscal year preceding the last
fiscal year and except as disclosed below, none of the following persons has had
any direct or indirect material interest in any transaction to which our Company
was or is a party, or in any proposed transaction to which our Company proposes
to be a party:

- any Director or officer of our Company;
- any proposed Director of officer of our Company;
- any person who beneficially owns, directly or indirectly, shares carrying
  more than 5 percent of the voting rights attached to our common stock; or
- any member of the immediate family of any of the foregoing persons
  (including a spouse, parents, children, siblings, and in-laws).

On January 10, 2008, we entered into an asset purchase
agreement with Indigoleaf Associates Ltd. (Indigoleaf), and Dr. Amnon Gonenne,
our President, Chief Executive Officer (Principal Executive Officer), and a
Director, 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 (post forward stock split) shares of its common stock to Indigoleaf
in consideration for the purchase of Indigoleafs proprietary technology, and,
we issued 6,409,600 (post forward stock split) shares of our common stock to Dr.
Gonenne in consideration for his being one of the founders of our cancer therapy
and detection business. The shares issued to Dr. Gonenne were described in error
in the asset purchase agreement as having been issued to Dr. Gonenne in
consideration for future services that Dr. Gonenne agreed to provide to us, and
this error has been corrected in the April 2, 2009 amendment.

28

---

As of December 31, 2009, we owed to certain of our Directors
and officers $29,365 for various working capital loans received by us through
December 31, 2009. The loans are unsecured, non-interest bearing, and have no
terms for repayment.

On April 2, 2009, we entered into an amendment to the January
10, 2008, asset purchase agreement, pursuant to which 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 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 of 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.

Dr. Amnon Gonenne is not an Independent Director of the Company
as he is an executive officer. Mr. Itshak Zivan and Dr. David S. Frank are
Independent Directors. The determination of independence of Directors has been
made using the definition of "Independent Director" contained under Nasdaq
Marketplace Rule 4200(a)(15).

|ITEM 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

Audit Fees

The aggregate fees billed for each of the last two fiscal years
for professional services rendered by the principal account for the audit of our
financial statements and review of financial statements included in our
quarterly Reports on Form 10-Q and services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for these fiscal periods were as follows:

|                     | December 31, 2009(1) | December 31, 2008
|-------------------- | -------------------- | -----------------
|Audit Fees           | $12,000              | $12,000          
|Audit Related Fees   | 0                    | 0                
|Tax
      Fees       | $1,250               | 0                
|All
      Other Fees | 0                    | 0                

Notes:

| | (1) | For the year ended December 31, 2009, principal
      accountants of the Company were Davis Accounting Group P.C.
| | --- | -----------------------------------------------------------------------------------------------------------------
| | (2) | For the year ended December 31, 2008, principal
      accountants of the Company were as follows:                
| |     | a.                                                                                                               
| |     | b.                                                                                                               

In each of the last two fiscal years ended December 31, 2009
and 2008, there were no fees billed for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit
or review of our financial statements and are not reported under Item 9(e)(1) of
Schedule 14A, for professional services rendered by the principal account for
tax compliance, tax advice, and tax planning, for products and services provided
by the principal accountant, other than the services reported in Item 9(e)(1)
through 9(d)(3) of Schedule 14A.

Audit Committee Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditors

29

---

Given the small size of our Board as well as the limited
activities of our Company, our Board of Directors acts as our Audit Committee.
Our Board pre-approves all audit and permissible non-audit services. These
services may include audit services, audit-related services, tax services, and
other services. Our Board approves these services on a case-by-case basis.

30

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PART IV

|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

**(a)******Financial Statements and financial statement schedules**

**(1) and (2) The financial statements and financial statement schedules
required to be filed as part of this report are set forth in Item 8 of Part II
of this report.

**(3) Exhibits. See Item 15(b) below.

**(b)******Exhibits required by Item 601 of Regulation S-K**

|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).
|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).                                               

31

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|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).                                                
|10.8.1 | Termination
        of Employment Agreement with Dr. Elisha Orr. (incorporated by reference
        from our Form 10-K filed on March 24, 2010)                                                                    
|10.8.2 | Management
        Services Agreement effective as of January 1, 2009 with Dr. Elisha Orr.
        (incorporated by reference from our Form 10-K filed on March 24, 2010)                                          
|10.9   | Employment Agreement dated November
        7, 2008 with Mr. Ron Kalfus (incorporated by reference from our Quarterly
        Report on Form 10-Q filed on November 19, 2008).                                     
|10.10  | Director Agreement
        dated April 17, 2009 with David S. Frank (incorporated by reference from
        our Quarterly Report on Form 10-Q filed on May 13, 2009)                                               
|10.11  | Loan Agreement by and between
        Registrant and Chrysler Enterprises Ltd. dated September 2, 2009 (incorporated
        by reference from our Current Report on Form 8-K filed on September 17,
        2009).
|10.12  | Conversion Agreement
        by and between Registrant and Chrysler Enterprises Ltd. executed March
        5, 2010 (incorporated by reference from our Current Report on Form 8-K
        filed on March 8, 2010).
|10.13  | Subscription Agreement by and
        between Registrant and investor executed March 5, 2010 (incorporated by
        reference from our Current Report on Form 8-K filed on March 8, 2010).                       
|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

32

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
  Exchange Act of 1934, the Registrant has duly caused this  10-K/A-1
  to be signed on its behalf by the undersigned, thereunto duly authorized.

MABCURE, INC. (Registrant)

|By: | /s/ Dr. Amnon Gonenne                      | 
|--- | ------------------------------------------ | 
|    | Name: Dr. Amnon Gonenne                    | 
|    | Title: President, Chief Executive Officer  | 
|    | (Principal Executive Officer) and Director | 

Dated:  March
  14, 2011

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.

|By: | /s/
      Dr. Amnon Gonenne                |  | By: | /s/
      Ron Kalfus                     
|--- | ------------------------------------------ |  | --- | -----------------------------------------
|    | Name: Dr. Amnon Gonenne                    |  |     | Name: Ron Kalfus                         
|    | Title: President, Chief Executive Officer  |  |     | Title: Chief Financial Officer (Principal
|    | (Principal Executive Officer) and Director |  |     | Financial and Accounting Officer)        

Dated:  March
  14, 2011

|By:                          | /s/
      Dr. David S. Frank |  |  | 
|---------------------------- | ---------------------------- |  |  | 
|                             | Name: Dr. David S. Frank     |  |  | 
|                             | Title: Director              |  |  | 
|                             |                              |  |  | 
|Dated:  March
      14, 2011

33

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