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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

Amendment No. 2 to FORM
10-K/A

(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)  |                                     

|760 Parkside Avenue #208                 |           
|---------------------------------------- | ----------
|Brooklyn, New York                       | 11226     
|(Address of principal executive offices) | (Zip Code)

(914) 595-6342(Registrants telephone
number, including area code)

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 was $25,516,553
based upon 28,351,725 shares held by non-affiliates and a closing market price
of $0.90 per share on June 30, 2009.

As of March 1, 2010, there were 60,399,725 shares of common
stock issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Exhibits incorporated by reference are referred to in Part
IV.

---

EXPLANATORY NOTE

This Form 10-K/A, Amendment No. 2
(the Current Filing) is being filed by MabCure Inc. (the Company) to amend
its Annual Report on Form 10-K/A for the fiscal year ended December 31, 2009,
which was filed with the Securities and Exchange Commission (the Commission)
on March 14, 2011 (Amendment No. 1). Prior to the filing of Amendment No.1,
the Company received a letter from the Commission indicating 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
were now not considered by the Commission to have been audited.

On March 9, 2011 the Company
engaged the accounting firm of Rotenberg Meril Solomon Bertiger & Guttilla,
P.C. (Rotenberg Meril), as the Companys new independent registered public
accounting firm. Rotenberg Meril reaudited the 2009 and 2008 Financial
Statements, which, together with Rotenberg Merils auditors report, are
included as part of this Current Filing. Except for items directly related to
the 2009 and 2008 Financial Statements, the subsequent events described therein,
and changes to the Summary Compensation Table in the Executive Compensation
section and to the Beneficial Ownership of Holdings table in the Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters section, no attempt has been made in this Amendment to update the other
disclosures presented in this Current Filing, which does not reflect events
occurring after the filing of the original 10-K (i.e., those events occurring
after March 24, 2010 or subsequent event disclosure therein) or modify or update
those disclosures that may be affected by subsequent events. Such subsequent
matters are addressed in subsequent reports filed with the SEC. Accordingly,
this Amendment should be read in conjunction with the Form 10-K, the Form 10-K/A
Amendment No. 1, and our other filings with the SEC.

As required by Rule 12b-15 under
the Securities Exchange Act of 1934, as amended, new certifications by our
current principal executive officer and principal financial officer are filed as
exhibits to this Amendment.

1

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TABLE OF CONTENTS

|                |                                                                                                                          | Page
|--------------- | ------------------------------------------------------------------------------------------------------------------------ | ----
|FORM
      10-K |                                                                                                                          | 1   
|PART
      I    |                                                                                                                          | 4   
|ITEM
      1.   | BUSINESS                                                                                                                 | 4   
|ITEM
      2.   | PROPERTIES                                                                                                               | 11  
|ITEM
      3.   | LEGAL
      PROCEEDINGS                                                                                                  | 11  
|ITEM
      4.   | (REMOVED
      AND RESERVED)                                                                                             | 11  
|PART
      II   |                                                                                                                          | 12  
|ITEM
      5.   | MARKET
      FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
      PURCHASES OF EQUITY SECURITIES | 12  
|ITEM
      6.   | SELECTED
      FINANCIAL DATA                                                                                            | 13  
|ITEM
      7.   | MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS                              | 14  
|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.                                         | 27  
|ITEM
      14.  | PRINCIPAL
      ACCOUNTING FEES AND SERVICES                                                                             | 28  
|PART
      IV   |                                                                                                                          | 30  
|ITEM
      15.  | EXHIBITS,
      FINANCIAL STATEMENT SCHEDULES                                                                            | 30  
|SIGNATURES      |                                                                                                                          | 32  

2

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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.

3

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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.

Effective November 26, 2007, we filed a certificate of change
increasing 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 that date, we also effected a forward stock split on
a twenty-to-one basis.

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 shares of our common stock to Indigoleaf in consideration
for the purchase of Indigoleafs proprietary technology,
and 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 were valued at $16,000,000. 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

4

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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. The terms of the 24-month warrants
were subsequently amended as discussed further below.

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.

The purchase of intellectual property was
accounted for under ASC Topic 350. The value of the intellectual property
acquired on July 7, 2008 was calculated based on the June 27, 2008 private
placement transaction discounted by a factor to reflect the fact that the issued
stock was restricted and escrowed for an extended period of time under the
agreement. This value amounted to $16,000,000 for the shares issued
and was recorded by us as an intangible asset, intellectual
property in the accompanying consolidated balance sheets as of December 31,
2009 and 2008. We believe that there are no legal, regulatory, contractual,
competitive, or economic factors that limit the useful life of this intangible
asset. Consequently, we consider the useful life of this asset to be indefinite.
As such, we have recorded no amortization expense. In accordance with ASC Topic
350, we perform, at least annually, impairment testing in the last quarter of
the year.

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
$0.60; and (iii) one non-transferable common stock purchase warrant entitling
the holder thereof to purchase one share of common stock until February 16,
2012, at a price per share of $0.70.

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

5

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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.

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.

6

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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.

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).

7

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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.

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
$2,017,323. 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 public accounting firm, Rotenberg
Meril Solomon Bertiger & Guttilla, P.C., state in their audit report, dated
April 14, 2011, 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.

8

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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.

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.

9

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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.

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

10

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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.

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, which is also the residence of our principal
executive officer, Dr. Amnon Gonenne. We believe that the condition of our
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)
|------- | ----------------------

11

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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, 2009For the Quarter ended
    High
    LowMarch 31 June 30
      September 30 December 31
    $1.00 $0.90 $1.50
      $1.31
    $0.50 $0.50 $0.75
      $0.51


For the Fiscal Year Ended
      December 31, 2008For the Quarter ended
    High
    LowMarch 31 June 30
      September 30 December 31
    $1.50 $1.45 $1.10
      $1.00
    $0.90 $1.00 $1.03
      $1.00


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.

12

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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.

13

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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 public accounting firm has
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.

14

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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 $967,860 for the year
ended December 31, 2009, compared to $525,748 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 $247,916, compared to $0 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.

15

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Our net loss for the year ended December 31, 2009, was
$1,382,960 or $0.02 per share compared to $524,098 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 43,253,945 for
the year ended December 31, 2008.

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 a 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 $15,619,312,
compared to equity of $16,722,167 as of December 31, 2008. The decrease in
stockholders equity is mainly a result of the net loss incurred during the
year.

For the year ended December 31, 2009, net cash used in
operating activities was $1,033,593 compared to net cash used in operating
activities of $453,753 for the year ended December 31, 2008. In both years, cash
used in operating activities was used to fund our losses for the respective
periods. Cash used in operating activities for 2009 was higher compared to 2008
mainly due to commencement of our clinical trials and related expenses.

For the year ended December 31, 2009, net cash used in
investing activities was $40,706 and was mainly used for the purchase of
equipment for our laboratories.

Net cash flows from financing activities for the year ended
December 31, 2009, was $491,151, which resulted primarily from net proceeds of
$500,000 in connection with our September 2009 bridge financing. Net cash flows
from financing activities of $1,290,428 for the year ended December 31, 2008
were mainly comprised of net proceeds of $1,300,000 in connection with our June
2008 private placement.

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:

2010
    
    
    2011
      & 2012
    
    
    TotalOperating leases
    $
    27,089
    
    $
    19,242
    
    $
    46,331Capital lease obligations
    
    36,272
    
    
    56,869
    
    
    93,141Short-term debt
    
    558,258
    
    
    -
    
    
    558,258Total contractual obligations
    $
    621,619
    
    $
    76,111
    
    $
    697,730


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

16

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

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.

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

17

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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 Notes
1 and Note 6 of the Notes to Consolidated Financial Statements for further
information.

Impairment of Intellectual Property

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

Refer to Note 1 to the Consolidated Financial Statements
entitled Summary of Significant Accounting Policies included in this Annual
Report for a discussion of other accounting policies utilized by the
Company.

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.

18

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

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

|Report of Independent
      Registered Public Accounting Firm                                                                                          | 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

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Board of Directors and Stockholders of MabCure
Inc.:

We have audited the accompanying consolidated balance sheets of
MabCure Inc. (the Company) (a development stage company) and subsidiary as of
December 31, 2009 and 2008, and the related consolidated statements of
operations and comprehensive (loss), stockholders equity, and cash flows for
the years then ended, and from inception (May 8, 2006) through December 31,
2009. These consolidated financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States of America). Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the consolidated financial statements are free of
material misstatement. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Companys internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred
to above present fairly, in all material respects, the consolidated financial
position of MabCure Inc. and subsidiary as of December 31, 2009 and 2008, and
the results of their consolidated operations and their consolidated cash flows
for the years then ended, and from inception (May 8, 2006) through December 31,
2009, in conformity with accounting principles generally accepted in the United
States of America.

The accompanying consolidated financial statements have been
prepared assuming that the Company will continue as a going concern. As
discussed in Note 2 to the consolidated financial statements, the Company is in
the development stage and has not established any source of revenues to cover
its operating costs. As such, it 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 planned business objectives. These and other
factors raise substantial doubt about the Companys ability to continue as a
going concern. Managements plan regarding these matters is also described in
Note 2 to the financial statements. The accompanying consolidated financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA,
P.C.

ROTENBERG MERIL SOLOMON BERTIGER & GUTTILLA, P.C.

Saddle Brook, New Jersey April 14, 2011

F-2

---

|MABCURE INC. AND SUBSIDIARY      
|---------------------------------
|(A DEVELOPMENT STAGE COMPANY)    
|CONSOLIDATED BALANCE SHEETS      
|AS OF DECEMBER 31, 2009, AND 2008

|                                                                                                              |   | 2009       |   |   | 2008       |  
|------------------------------------------------------------------------------------------------------------- | - | ---------- | - | - | ---------- | -
|ASSETS                                                                                                        |   |            |   |   |            |  
|Current Assets:                                                                                               |   |            |   |   |            |  
|Cash and cash equivalents                                                                                     | $ | 214,480    |   | $ | 811,439    |  
|Accounts receivable - other                                                                                   |   | 31,934     |   |   | 10,574     |  
|Prepaid expenses                                                                                              |   | 31,672     |   |   | 16,586     |  
|Total current assets                                                                                          |   | 278,086    |   |   | 838,599    |  
|                                                                                                              |   |            |   |   |            |  
|Property and Equipment:                                                                                       |   |            |   |   |            |  
|Computer & office equipment                                                                                   |   | 11,295     |   |   | 3,084      |  
|Furniture & fixtures                                                                                          |   | 8,464      |   |   | 8,198      |  
|Laboratory equipment                                                                                          |   | 119,289    |   |   | 92,974     |  
|Vehicles                                                                                                      |   | 71,967     |   |   | 62,324     |  
|Website development costs                                                                                     |   | 3,640      |   |   | 3,640      |  
|                                                                                                              |   | 214,655    |   |   | 170,220    |  
|Less: accumulated depreciation                                                                                |   | (44,908    | ) |   | (4,054     | )
|Net property and equipment                                                                                    |   | 169,747    |   |   | 166,166    |  
|                                                                                                              |   |            |   |   |            |  
|Intellectual property                                                                                         |   | 16,000,000 |   |   | 16,000,000 |  
|Deposits and other                                                                                            |   | 4,515      |   |   | 3,877      |  
|Total Assets                                                                                                  | $ | 16,452,348 |   | $ | 17,008,642 |  
|                                                                                                              |   |            |   |   |            |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                          |   |            |   |   |            |  
|Current Liabilities:                                                                                          |   |            |   |   |            |  
|Accounts payable and accrued liabilities                                                                      | $ | 152,272    |   | $ | 97,000     |  
|Due to related parties - Directors
      and officers                                                         |   | 29,365     |   |   | 8,138      |  
|Current portion of capital lease obligations                                                                  |   | 36,272     |   |   | 31,473     |  
|Loans payable                                                                                                 |   | 558,258    |   |   | 58,258     |  
|Total current liabilities                                                                                     |   | 776,167    |   |   | 194,869    |  
|                                                                                                              |   |            |   |   |            |  
|Long-Term Debt, less current portion:                                                                         |   |            |   |   |            |  
|Capital lease obligations                                                                                     |   | 56,869     |   |   | 91,606     |  
|Total liabilities                                                                                             |   | 833,036    |   |   | 286,475    |  
|                                                                                                              |   |            |   |   |            |  
|Commitments                                                                                                   |   |            |   |   |            |  
|                                                                                                              |   |            |   |   |            |  
|Stockholders' equity                                                                                          |   |            |   |   |            |  
|Common stock ($0.001 par value; authorized
      1,500,000,000 shares; outstanding 60,399,725 and 60,348,000) |   | 60,400     |   |   | 60,348     |  
|Additional paid-in capital                                                                                    |   | 17,583,517 |   |   | 17,290,652 |  
|Donated capital                                                                                               |   | 13,000     |   |   | 13,000     |  
|Accumulated other comprehensive loss                                                                          |   | (20,282    | ) |   | (7,470     | )
|Deficit accumulated during the development
      stage                                                        |   | (2,017,323 | ) |   | (634,363   | )
|Total stockholders equity                                                                                    |   | 15,619,312 |   |   | 16,722,167 |  
|Total Liabilities and Stockholders'
      Equity                                                              | $ | 16,452,348 |   | $ | 17,008,642 |  

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

F-3

---

|MABCURE INC. AND SUBSIDIARY                                            
|-----------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                          
|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

|                                                                        |   | Year Ended December 31, |   |   | Cumulative |  
|----------------------------------------------------------------------- | - | ----------------------- | - | - | ---------- | -
|                                                                        |   | 2009                    |   |   | 2008       |  
|                                                                        |   |                         |   |   |            |  
|Revenues                                                                | $ | -                       |   | $ | -          |  
|Expenses:                                                               |   |                         |   |   |            |  
|Research and development                                                |   | 402,657                 |   |   | 3,806      |  
|                                                                        |   |                         |   |   |            |  
|General and administrative-                                             |   |                         |   |   |            |  
|Salaries and wages                                                      |   | 280,402                 |   |   | 186,140    |  
|Professional fees                                                       |   | 87,878                  |   |   | 159,572    |  
|Stock-based compensation                                                |   | 247,916                 |   |   | -          |  
|Marketing and public
      relations                                    |   | 209,487                 |   |   | 11,606     |  
|Management and consulting                                               |   | 29,862                  |   |   | 55,398     |  
|Travel                                                                  |   | 24,366                  |   |   | 45,429     |  
|Insurance                                                               |   | 34,731                  |   |   | 14,080     |  
|Office                                                                  |   | 14,731                  |   |   | 7,681      |  
|Depreciation and amortization                                           |   | 16,258                  |   |   | 3,855      |  
|Meals and entertainment                                                 |   | 9,576                   |   |   | 10,491     |  
|Bank and other charges                                                  |   | 5,145                   |   |   | 12,996     |  
|Rent                                                                    |   | 6,276                   |   |   | 6,826      |  
|Employee housing                                                        |   | 299                     |   |   | 11,674     |  
|Taxes and licenses                                                      |   | 933                     |   |   | -          |  
|Total general and
      administrative                                  |   | 967,860                 |   |   | 525,748    |  
|                                                                        |   |                         |   |   |            |  
|Loss from operations                                                    |   | (1,370,517              | ) |   | (529,554   | )
|Other Income (Expense):                                                 |   |                         |   |   |            |  
|Interest income                                                         |   | 4,256                   |   |   | 5,892      |  
|Other income                                                            |   | -                       |   |   | 534        |  
|Interest expense                                                        |   | (16,699                 | ) |   | (970       | )
|Total
      other income (expense):                                     |   | (12,443                 | ) |   | 5,456      |  
|Loss before income taxes                                                |   | (1,382,960              | ) |   | (524,098   | )
|Provision for income taxes                                              |   | -                       |   |   | -          |  
|Net loss                                                                | $ | (1,382,960              | ) | $ | (524,098   | )
|Comprehensive Loss:                                                     |   |                         |   |   |            |  
|Foreign currency translation adjustment                                 |   | (12,812                 | ) |   | (7,470     | )
|Total Comprehensive Loss                                                | $ | (1,395,772              | ) | $ | (531,568   | )
|Basic and diluted loss per share                                        | $ | (0.02                   | ) | $ | (0.01      | )
|Weighted average number of shares
      outstanding - basic and diluted |   | 60,357,211              |   |   | 43,253,945 |  

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

F-4

---

|MABCUREINC. AND SUBSIDIARY                    
|----------------------------------------------
|(A DEVELOPMENT STAGECOMPANY)                  
|CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
|FOR THE PERIODS FROM INCEPTION (MAY 8, 2006)  
|THROUGH DECEMBER 31, 2009                     

|                                                                         |  |              |   |   |         |   |   |            |   |   |               |  |   |             |   |   | Deficit     |   |   |            |  
|------------------------------------------------------------------------ |  | ------------ | - | - | ------- | - | - | ---------- | - | - | ------------- |  | - | ----------- | - | - | ----------- | - | - | ---------- | -
|                                                                         |  |              |   |   |         |   |   |            |   |   |               |  |   | Accumulated |   |   | Accumulated |   |   |            |  
|                                                                         |  |              |   |   |         |   |   | Additional |   |   |               |  |   | other       |   |   | During the  |   |   |            |  
|                                                                         |  | Common Stock |   |   | Paid in |   |   | Donated    |   |   | comprehensive |  |   | Development |   |   |             |  
|                                                                         |  | Number       |   |   | Amount  |   |   | Capital    |   |   | Capital       |  |   | loss        |   |   | Stage       |   |   | Total      |  
|                                                                         |  |              |   |   |         |   |   |            |   |   |               |  |   |             |   |   |             |   |   |            |  
|Balance, May 8, 2006 (Date
      of Inception)                           |  | -            |   | $ | -       |   | $ | -          |   | $ | -             |  | $ | -           |   | $ | -           |   | $ | -          |  
|Common stock issued for cash at $0.02 per
      share, December 20, 2006 |  | 2,550,000    |   |   | 2,550   |   |   | 48,450     |   |   | -             |  |   | -           |   |   | -           |   |   | 51,000     |  
|Donated services                                                         |  | -            |   |   | -       |   |   | -          |   |   | 4,000         |  |   | -           |   |   | -           |   |   | 4,000      |  
|Loss for the period                                                      |  | -            |   |   | -       |   |   | -          |   |   | -             |  |   | -           |   |   | (4,000      | ) |   | (4,000     | )
|Balance, December 31,
      2006                                         |  | 2,550,000    |   |   | 2,550   |   |   | 48,450     |   |   | 4,000         |  |   | -           |   |   | (4,000      | ) |   | 51,000     |  
|Donated services                                                         |  | -            |   |   | -       |   |   | -          |   |   | 6,000         |  |   | -           |   |   | -           |   |   | 6,000      |  
|Forward stock split (20:1)                                               |  | 48,450,000   |   |   | 48,450  |   |   | (48,450    | ) |   | -             |  |   | -           |   |   | -           |   |   | -          |  
|Returned to treasury                                                     |  | (24,000,000  | ) |   | (24,000 | ) |   | 24,000     |   |   | -             |  |   | -           |   |   | -           |   |   | -          |  
|Loss for the period                                                      |  | -            |   |   | -       |   |   | -          |   |   | -             |  |   | -           |   |   | (106,265    | ) |   | (106,265   | )
|Balance, December 31, 2007                                               |  | 27,000,000   |   |   | 27,000  |   |   | 24,000     |   |   | 10,000        |  |   | -           |   |   | (110,265    | ) |   | (49,265    | )
|Donated services                                                         |  | -            |   |   | -       |   |   | -          |   |   | 3,000         |  |   | -           |   |   | -           |   |   | 3,000      |  
|Common stock issued for cash                                             |  | 1,300,000    |   |   | 1,300   |   |   | 1,298,700  |   |   | -             |  |   | -           |   |   | -           |   |   | 1,300,000  |  
|Common stock issued for
      purchase of intellectual property          |  | 32,048,000   |   |   | 32,048  |   |   | 15,967,952 |   |   | -             |  |   | -           |   |   | -           |   |   | 16,000,000 |  
|Foreign currency translation adjustment                                  |  | -            |   |   | -       |   |   | -          |   |   | -             |  |   | (7,470      | ) |   | -           |   |   | (7,470     | )
|Loss for the period                                                      |  | -            |   |   | -       |   |   | -          |   |   | -             |  |   | -           |   |   | (524,098    | ) |   | (524,098   | )
|Balance, December 31, 2008                                               |  | 60,348,000   |   |   | 60,348  |   |   | 17,290,652 |   |   | 13,000        |  |   | (7,470      | ) |   | (634,363    | ) |   | 16,722,167 |  
|Common stock issued for
      investor relations services                |  | 51,725       |   |   | 52      |   |   | 44,949     |   |   | -             |  |   | -           |   |   | -           |   |   | 45,001     |  
|Stock-based compensation (options)                                       |  | -            |   |   | -       |   |   | 247,916    |   |   | -             |  |   | -           |   |   | -           |   |   | 247,916    |  
|Foreign currency translation
      adjustment                            |  | -            |   |   | -       |   |   | -          |   |   | -             |  |   | (12,812     | ) |   | -           |   |   | (12,812    | )
|Loss for the period                                                      |  | -            |   |   | -       |   |   | -          |   |   | -             |  |   | -           |   |   | (1,382,960  | ) |   | (1,382,960 | )
|Balance, December 31,
      2009                                         |  | 60,399,725   |   | $ | 60,400  |   | $ | 17,583,517 |   | $ | 13,000        |  | $ | (20,282     | ) | $ | (2,017,323  | ) | $ | 15,619,312 |  

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

F-5

---

|MABCURE INC. AND SUBSIDIARY                                            
|-----------------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                          
|CONSOLIDATED STATEMENTS OF CASH FLOWS                                  
|FOR THE YEARS ENDED DECEMBER 31, 2009, AND 2008,
      AND             
|CUMULATIVE FROM INCEPTION (MAY 8, 2006) THROUGH
      DECEMBER 31, 2009

|                                                                                  |   | Years ended December 31, |   |   | Cumulative |  
|--------------------------------------------------------------------------------- | - | ------------------------ | - | - | ---------- | -
|                                                                                  |   | 2009                     |   |   | 2008       |  
|Cash flows from operating
      activities:                                       |   |                          |   |   |            |  
|Net loss                                                                          | $ | (1,382,960               | ) | $ | (524,098   | )
|Adjustments to reconcile net loss to net
      cash used in operating activities: |   |                          |   |   |            |  
|Depreciation                                                                      |   | 39,794                   |   |   | 3,854      |  
|Donated services                                                                  |   | -                        |   |   | 3,000      |  
|Stock-based compensation                                                          |   | 247,916                  |   |   | -          |  
|Common stock issued for investor
      relations services                         |   | 45,001                   |   |   | -          |  
|Changes in net assets and liabilities:                                            |   |                          |   |   |            |  
|Increase in accounts receivable -
      other                                     |   | (22,768                  | ) |   | (9,046     | )
|Increase in prepaid expenses
      and other current assets                       |   | (15,033                  | ) |   | (16,586    | )
|Increase in deposits
      and other                                              |   | (573                     | ) |   | (3,877     | )
|Increase in accounts payable and
      accrued liabilities                        |   | 55,030                   |   |   | 93,000     |  
|Net cash used in operating
      activities                                       |   | (1,033,593               | ) |   | (453,753   | )
|                                                                                  |   |                          |   |   |            |  
|Cash flows from investing
      activities:                                       |   |                          |   |   |            |  
|Capital expenditures                                                              |   | (40,706                  | ) |   | (15,820    | )
|Net cash used in investing
      activities                                       |   | (40,706                  | ) |   | (15,820    | )
|                                                                                  |   |                          |   |   |            |  
|Cash flows from financing
      activities:                                       |   |                          |   |   |            |  
|Proceeds from loan payable                                                        |   | 500,000                  |   |   | 48,048     |  
|Payments on loan payable                                                          |   | -                        |   |   | (35,055    | )
|Payments of principal on capital lease obligations                                |   | (31,138                  | ) |   | (28,769    | )
|Proceeds from loans from related
      parties                                    |   | 22,289                   |   |   | 6,204      |  
|Issuance of common stock for cash                                                 |   | -                        |   |   | 1,300,000  |  
|Net cash provided by financing
      activities                                   |   | 491,151                  |   |   | 1,290,428  |  
|                                                                                  |   |                          |   |   |            |  
|Effects of exchange rate changes on cash
      and cash equivalents               |   | (13,811                  | ) |   | (9,416     | )
|                                                                                  |   |                          |   |   |            |  
|Net (decrease) increase during
      period                                       |   | (596,959                 | ) |   | 811,439    |  
|Cash and cash equivalents at beginning of period                                  |   | 811,439                  |   |   | -          |  
|Cash and cash equivalents at end of
      period                                  | $ | 214,480                  |   | $ | 811,439    |  
|                                                                                  |   |                          |   |   |            |  
|Supplemental disclosure of cash flow
      information                            |   |                          |   |   |            |  
|Cash paid during the period for:                                                  |   |                          |   |   |            |  
|Interest                                                                          | $ | 6,699                    |   | $ | 970        |  
|Income taxes                                                                      | $ | -                        |   | $ | -          |  

Supplemental Information of Noncash Investing and Financing
Activities:On July 7, 2008, MabCure issued 32,048,000 shares of common
stock for the purchase of intellectual property valued at $16,000,000. Refer to
Note 2 for further details of this transaction.

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

F-6

---

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

Basis of Presentation and
Organization

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

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

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. Depreciation expense for
the years ended December 31, 2009 and 2008 totaled $39,794 and $3,855
respectively. The estimated useful lives for significant property and equipment
categories are as follows:

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


F-7

---

Impairment of Intellectual
Property

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

Impairment of Long-Lived
Assets

The Company evaluates the recoverability of long-lived assets
and the related estimated remaining lives at each balance sheet date. The
Company records an impairment or change in useful life whenever events or
changes in circumstances indicate that the carrying amount may not be
recoverable or the useful life has changed. For the 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).

Basic and Diluted Loss per
Share

In accordance with ASC Topic 260, basic loss per common share
is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similarly to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. Due to net losses for the years
ended December 31, 2009 and 2008, diluted loss per share is calculated using the
weighted average number of common shares outstanding and excludes the effects of
potential common stock shares that are antidilutive. The potential shares of
common stock that have been excluded from the diluted loss per share calculation
above for the years ended December 31, 2009 and 2008 were as follows:

F-8

---

December 31,2009
    
    
    2008Stock options
    
    540,000
    
    
    -Warrants
    
    1,300,000
    
    
    2,600,000


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.

The Company has adopted the provisions of ASC Topic 740-10-05
"Accounting for Uncertainty in Income Taxes." The ASC clarifies the
accounting for uncertainty in income taxes recognized in an enterprise's
financial statements. The ASC prescribes a recognition threshold and measurement
attribute for the financial statement recognition and measurement of a tax
position taken or expected to be taken in a tax return. The ASC provides
guidance on de-recognition, classification, interest and penalties, accounting
in interim periods, disclosure and transition.

Stock-based Compensation

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

The allocation of stock-based compensation expense by
functional area for the years ended December 31, 2009 and 2008 was as
follows:

Year Ended December 31,2009
    
    
    2008Research and development
    $
    26,481
    
    $
    -General and administrative
    
    221,435
    
    
    -Total
    $
    247,916
    
    $
    -


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

---

Risk-free interest rate
    1.59%Expected dividend yield
    NoneExpected life
    5 yearsExpected volatility
    164.30%


The weighted-average grant-date fair value of options granted
in 2009 was $0.82 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 historical volatility of
the stock prices of several companies in the Companys industry.

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.

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.

F-10

---

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 shares of its common stock to
Indigoleaf in consideration for the purchase of Indigoleafs proprietary
technology  and issued 6,409,600 shares of
common stock to Dr. Gonenne in consideration for being one of the founders of
the Companys cancer therapy and detection business. The shares issued were valued at $16,000,000.

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 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 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 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  was
accounted for under ASC Topic 350. The value of the intellectual property
acquired on July 7, 2008 was calculated based on the June 27, 2008 private
placement transaction discounted by a factor to reflect the fact that the issued
stock was restricted and escrowed for an extended period of time under the
agreement. This value amounted to $16,000,000 for the  shares issued
 and was recorded by us as an intangible asset, intellectual
property in the accompanying consolidated balance sheets as of December 31,
2009 and 2008. We believe that there are no legal, regulatory, contractual,
competitive, or economic factors that limit the useful life of this intangible
asset. Consequently, we consider the useful life of this asset to be indefinite.
As such, we have recorded no amortization expense.

In accordance with ASC Topic 350, we perform, at least
annually, impairment testing in the last quarter of the year. The Company did
not record an impairment charge at December 31, 2009 and 2008.

F-11

---

|(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 $156,634, and $154,055, respectively. Accumulated
amortization amounted to $34,521 and $2,625 at December 31, 2009 and 2008,
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s principal executive offices and the residence of
the Companys Chief Executive Officer are located in the same space in Hasselt,
Belgium.

The Company currently has operating lease commitments for
office space and housing for Dr. Gonenne and Dr. Orr 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 housing for the years ended
December 31, 2009 and 2008 was $21,282 and $11,674, respectively.

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

Operating
    
    
    CapitalYear
    
    Leases
    
    
    Leases2010
    $
    27,089
    
    $
    41,0612011
    
    19,242
    
    
    41,9882012
    
    -
    
    
    18,818Total
    $
    46,331
    
    
    101,867Less - Amount representing interest
    
    
    
    
    (8,726
    )Present value of net minimum
      lease payments
    
    
    93,141Less - 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. On March 5, 2010, the Company
entered into a conversion agreement with the lender, pursuant to which the loan
and all accrued interest, amounting to $515,411, was converted into common
stock. See Note 6 below for further details.

The Company received loans from a third party that were
provided for working capital purposes. The loans are non-interest bearing,
unsecured, and have no terms for repayment. As of December 31, 2009 and 2008,
the amount due was $58,258.

Loans payable amounted to $558,258 at December 31, 2009 and
$58,258 at December 31, 2008.

F-12

---

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

The Company recorded 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 totaled
$13,000 and is recorded in stockholders equity.

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.

Effective November 26, 2007, we filed a certificate of change
increasing 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 that date, we also effected a forward stock split on
a twenty-to-one basis. The accompanying consolidated financial statements have
been adjusted accordingly to reflect this forward stock split.

On December 20, 2006, the Company issued 51,000,000 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 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 (Two-Year Warrants). On September 17, 2010, the Company entered
into an amendment of its Subscription Agreement dated June 27, 2008, pursuant to
which the Company extended the term of the Two-Year Warrants until June 27, 2012
and reset the exercise price of the Two-Year Warrants to $0.50 per share.

On July 7, 2008, the Company issued 25,638,400 shares of its
common stock to Indigoleaf Associates Ltd, and 6,409,600 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.

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. 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 $0.60; and (iii) one
non-transferable common stock purchase warrant entitling the holder thereof to
purchase one share of common stock until February 16, 2012, at a price per share
of $0.70.

F-13

---

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.

In February 2011, the Company issued 100,000 shares of common
stock to a third party provider of consulting services to raise financing
pursuant to an agreement dated February 24, 2011.

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.

In September 2010, the Company granted to a newly-appointed
member of the Companys Board of Directors options to purchase 120,000 shares of
its common stock at an exercise price of $0.45 per share.

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

|                                            |  |         |  |   | Weighted       |  |  | Weighted Average |  |   | Aggregate       | 
|------------------------------------------- |  | ------- |  | - | -------------- |  |  | ---------------- |  | - | --------------- | 
|                                            |  | Options |  |   | Average        |  |  | Remaining        |  |   | Intrinsic Value | 
|                                            |  |         |  |   | Exercise Price |  |  | Contractual Term |  |   |                 | 
|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 |  | $ | 0.82           |  |  | 4.68             |  | $ | 0               | 

As of December 31, 2009, the total unrecognized compensation
cost related to stock options amounted to $168,032, which will be recognized
over the remaining requisite service period through October 2011.

Warrants

A summary of the warrants outstanding at December 31, 2009 is
as follows:

F-14

---

Exercise
    ExpirationWarrants
    Price
    Date1,300,000
    $ 1.25
    June 2010


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

Components of loss before income taxes for the years ended
December 31, 2009 and 2008 are as follows:

2009
    
    
    2008United States
    $
    (900,086
    )
    $
    (473,013
    )Belgium
    
    (482,874
    )
    
    (51,085
    )Total
    $
    (1,382,960
    )
    $
    (524,098
    )


MabCure is subject to U.S. income taxes. The Companys
subsidiary incorporated in Belgium is subject to Belgian income taxes. The
effective tax rates used to calculate deferred income taxes are 34% for the
United States and 33.99% for Belgium.

At December 31, 2009, the Company had available approximately
$1.2 million of net operating loss carry forwards, for U.S. income tax purposes
which expire in the years 2026 through 2029. The Companys subsidiary has
Belgian net operating loss carryforwards of $506,000 with no expiration
date.

Significant components of the Companys deferred tax assets at
December 31, 2009 and 2008 are as follows:

2009
    
    
    2008Net operating loss carryforwards
    $
    568,090
    
    $
    192,751Accrued salaries
    
    22,904
    
    
    22,904Stock based compensation
    
    41,982
    
    
    -Accrued expenses
    
    (1,389
    )
    
    (1,320
    )Total deferred tax assets
    
    631,587
    
    
    214,335Valuation allowance
    
    (631,587
    )
    
    (214,335
    )Net deferred tax assets
    $
    
    
    $
    


Due to the uncertainty of their realization, no income tax
benefit has been recorded by the Company for these deferred tax assets as
valuation allowances have been established for any such benefits. The increase
in the valuation allowance was the result of increases in the above stated
items.

At December 31, 2009 and 2008, the Company had no material
unrecognized tax benefits and no adjustments to liabilities or operations were
required. The Company does not expect that its unrecognized tax benefits will
materially increase within the next twelve months. We recognize interest and
penalties related to uncertain tax positions in general and administrative
expense. As of December 31, 2009 and 2008, we have not recorded any provisions
for accrued interest and penalties related to uncertain tax positions.

MabCure files U.S. federal and state income tax returns in
jurisdictions with varying statutes of limitations. The 2006 through 2009 tax
years generally remain subject to examination by federal and state tax
authorities. The Companys subsidiary filed its initial return covering the
period October 24, 2008 through December 31, 2009 in 2010 and such return is
subject to examination by Belgian tax authorities for three years.

|(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.

F-15

---

|(9) | Commitments
|--- | -----------

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.

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

In January 2010, the FASB issued ASU 2010-06, "Improving
Disclosures about Fair Value Measurements. This update requires additional
disclosure within the roll forward of activity for assets and liabilities
measured at fair value on a recurring basis, including transfers of assets and
liabilities between Level 1 and Level 2 of the fair value hierarchy and the
separate presentation of purchases, sales, issuances and settlements of assets
and liabilities within Level 3 of the fair value hierarchy. In addition, the
update requires enhanced disclosures of the valuation techniques and inputs used
in the fair value measurements within Levels 2 and 3. The new disclosure
requirements are effective for interim and annual periods beginning after
December 15, 2009, except for the disclosure of purchases, sales, issuances and
settlements of Level 3 measurements. Those disclosures are effective for fiscal
years beginning after December 15, 2010. As ASU 2010-06 only requires enhanced
disclosures, the Company does not expect that the adoption of this update will
have a material effect on its financial statements.

In February 2010, the FASB issued ASU No. 2010-09, "Amendments
to Certain Recognition and Disclosure Requirements, which eliminates the
requirement for SEC filers to disclose the date through which an entity has
evaluated subsequent events. ASC No. 2010-09 is effective for its fiscal quarter
beginning after December 15, 2010. The adoption of ASC No. 2010-06 will not have
a material impact on the Company's financial statements.

In April 2010, the FASB issued Accounting Standards Update
2010-13, CompensationStock Compensation (Topic 718): Effect of Denominating
the Exercise Price of a Share-Based Payment Award in the Currency of the Market
in Which the Underlying Equity Security Trades, or ASU 2010-13. ASU 2010-13
provides amendments to Topic 718 to clarify that an employee share-based payment
award with an exercise price denominated in currency of a market in which a
substantial porting of the entitys equity securities trades should not be
considered to contain a condition that is not a market, performance, or service
condition. Therefore, an entity would not classify such an award as a liability
if it otherwise qualifies as equity. The amendments in this Update are effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2010. The Company does not expect the adoption of ASU 2010-17
to have a significant impact on its consolidated financial statements.

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

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

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

F-16

---

|**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
      AppointedDr. Amnon Gonenne
    66
    President, Chief Executive
      Officer and Director
    July 7, 2008Itshak Zivan
    57
    Director
    July 7, 2008Dr. David S. Frank
    64
    Director
      Executive Vice-President and
    April 26, 2009Dr. Elisha Orr
    66
    Chief Scientific
      Officer
    July 7, 2008Ron 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.

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).

21

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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.

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.

22

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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
that they file.

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.

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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
|-------- | ----------------------

The particulars of compensation paid to the following persons
during the fiscal period ended December 31, 2009, are set out in the summary
compensation table below:

- 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 TABLEName
    Year
    Salary
      ($)
    Bonus
      ($)
    Stock
      Awards ($)
    Option
      Awards ($)
    Non-Equity
      Incentive Plan Compensation ($)
    Nonqualified
      Deferred Compensation Earnings
      ($)
    All Other
      Compensation ($)
    Total
      ($)Dr. Amnon
      Gonenne(1)
    2009 
      2008
    168,000 
      80,839
    0 
      0
    0 0
    0 
      0
    0 
      0
    0 
      0
    6,276(6)
      0
    174,276 
    80,839Ron Kalfus(2)
    2009 
      2008
    96,000 
      37,935
    0 
      0
    0 
      0
    69,389(5)
      0
    0 
      0
    0 
      0
    0 
      0
    165,389 
    37,935Dr. Elisha Orr(3)
    2009 
      2008
    141,396 
      67,366
    0 
      0
    0 
      0(4)
    0 
      0
    0 
      0
    0 
      0
    13,807(7)
      0
    155,203 
      67,366


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) | Indigoleaf Associates Ltd., a company wholly-owned by Dr.
      Orr, received stock valued at $16,000,000 pursuant to the January 10, 2008
      asset purchase agreement. Please see Item 12 entitled, Security Ownership
      of Certain Beneficial Owners and Management below.
| | (5) | Mr. Kalfus granted 180,000 options to purchase a like
      number of shares of common stock.                                                                                                                                                                                        
| | (6) | Represents rent paid for Dr. Gonennes personal
      residence.                                                                                                                                                                                                                     
| | (7) | Represents rent paid for Dr. Orrs personal
    residence.                                                                                                                                                                                                                           

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.

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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 DateRon 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.

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.

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DIRECTOR COMPENSATION
      TABLE FOR FISCAL 2009Name
    Fees
      earned or paid in cash ($)
    Stock
      Awards ($)
    Option
      Awards ($)
    Non-Equity
      Incentive Plan Compensation ($)
    Change in
      Pension Value Nonqualified Deferred
      Compensation Earnings ($)
    All
      Other Compensation ($)
    Total ($)Itshak Zivan
    4,000
    0
    97,960(1)
    0
    0
    0
    101,960Dr. David S. Frank
    3,000
    0
    54,086(2)
    0
    0
    0
    57,086


Notes:

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

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 Unit 6
       The Court Yard Gaulby Lane, Stoughton Leicester, United Kingdom
      LE2 2FL
    Common Stock
    6,409,600(5)
    10.61%Ron Kalfus
    Common Stock
    60,000(6)
    <1.00%Itshak Zivan
    Common Stock
    120,000(7)
    <1.00%Dr. David Frank
    N/A
    0
    0.00%Directors and Executive
      Officers as a Group
    Common Stock
    32,228,000
    51.78%


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. Unless otherwise indicated, the address of
      each person listed is c/o MabCure Inc., De Schiervellaan 3/B1, 3500
      Hasselt, Belgium.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

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| | (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) | 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.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (6) | We issued 180,000 options to Ron Kalfus, of which 60,000
      have vested and are exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | (7) | We issued 120,000 shares to Itshak Zivan, all of which
      have vested and are exercisable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

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.

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
    0.82
    5,494,800Equity compensation plans not
      approved by security holders
    0
    0
    0Total
    540,000
    0.82
    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

27

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- 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 shares of its 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.

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 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.

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

We had three independent registered public accounting
firms:

From July 1, 2007 through November 3, 2008, our principal
independent auditor was Silberstein Ungar, PLLC (Silberstein) (formerly Maddox
Ungar Silberstein, PLLC). Silberstein reviewed the quarters ended March 31,
2008, June 30, 2008 and September 30, 2008.

From November 3, 2008 through March 9, 2011, our principal
independent accountant was Etania Audit Group, P.C. (Etania) (formerly known
as Davis Accounting Group). Etania audited the Companys December 31, 2009
financial statements and reviewed the quarters ended March 31, 2010 and 2009,
June 30, 2010 and 2009 and September 30, 2010 and 2009. The Securities and
Exchange Commission recently advised us that Etania was not duly licensed when
it issued its audit opinion on the Companys financial statements included in
the Companys annual reports on Form 10-K for the years ended December 31, 2009
and 2008. Accordingly, these financial statements are not considered to be
audited.

28

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Thereafter, we engaged Rotenberg Meril Solomon Bertiger &
Guttilla, P.C. (Rotenberg Meril) for the audit of the year ended December 31,
2010 as well as the audits of the years ended December 31, 2009 and 2008.

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(2)Audit Fees
    $33,000
    $33,000Audit Related Fees
    0
    0Tax Fees
    $1,250
    0All Other Fees
    0
    0


Notes:

| | (1) | For the year ended December 31, 2009, audit fees to
      Rotenberg Meril totaled $21,000 and $12,000 to Etania. Tax fees to Etania
      totaled $1,250.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                          
| | (2) | For the year ended December 31, 2008, audit fees to
      Rotenberg Meril totaled $21,000, $9,000 to Etania and $3,000 to
      Silberstein.             

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

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.

29

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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).                                             
|            |                                                                                                                                                                                                                     
|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).                                                  

30

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|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 Annual Report on 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 Annual Report
      on 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).               
|       |                                                                                                                                                                                                        
|21*    | Subsidiaries of the Registrant                                                                                                                                                                         
|       |                                                                                                                                                                                                        
|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

31

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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 report 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: April 15, 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: April 15, 2011

[Only one additional Director signature is required]

|By: | /s/ Dr. David S. Frank   |  |  | 
|--- | ------------------------ |  |  | 
|    | Name: Dr. David S. Frank |  |  | 
|    | Title: Director          |  |  | 

Dated: April 15, 2011

32

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